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Disseminated via PRN on 21 January 2026
Stack BTC Plc
("the Company")
Return of Capital Approved, Resumption of Trading, Admission of New Ordinary Shares and Board Changes
Stack BTC Plc (STAK), the UK-based investment company focused on providing regulated and transparent exposure to Bitcoin through direct investment and disciplined treasury management, announces that, following the Court hearing held on 20 January 2026 at which the Company's Reduction of Capital was confirmed, the Company's new SEDOL (BSMKZ42) and ISIN (GB00BSMKZ421) will become effective, and trading in the Company's shares will today resume on the AQSE Growth Market.
The Company further announces the completion of its recapitalisation, the Admission of New Ordinary Shares, the implementation of the Return of Capital to former shareholders and changes to the Board, as set out in more detail below.
Unless the context requires otherwise, words and expressions defined in the circular dated 21 November 2025 (" Circular "), have the same meanings when used in this announcement .
Background and Information on the Company
The Company previously announced on 6 November 2025 that it had been exploring plans to return capital to shareholders. Following a strategic review, the Board concluded that it would be in the best interests of shareholders to realise the value of the Company's crypto-asset holdings, return available cash to shareholders and recapitalise the Company with a revised strategy focused on becoming a listed investment vehicle with a primary focus on Bitcoin.
Following the strategic review, the Company completed the realisation of its crypto-asset holdings. After the payment of creditors and accrued fees and expenses, this process generated approximately £3.4 million in cash, which forms the majority of the Return of Capital to former shareholders.
In parallel, the Board reached agreement with certain Investors to invest in the Company and support its recapitalisation and revised strategy, enabling the Company to continue as a listed vehicle with a primary focus on Bitcoin.
Return of Capital and cancellation of Share Premium Account
The Company is implementing a Return of Capital to former shareholders comprising approximately £3.4 million, together with a further contribution of £100,000 from the Investors (the " Premium "), resulting in an aggregate return of approximately £3.5 million. The Return of Capital is being effected by way of a court-approved capital reduction. The Court confirmed the Reduction of Capital on 20 January 2026. It is expected that the B Shares and the Share Premium Amount will be cancelled pursuant to the Reduction of Capital once the Court Order is registered by the Registrar of Companies and that the Capital Repayment will be made in respect of each cancelled B Share and the cancellation of the Share Premium Amount. The Company confirms that approximately £3.5 million is intended to be distributed by the end of January 2026 to those shareholders on the Company's share register on the Capital Reduction Record Date (being 6:00 p.m. on 16 January 2026).
As a result of the Capital Reorganisation, ordinary shareholders of Company as at the Capital Reduction Record Date ceased to be ordinary shareholders of the Company.
Subscription and fundraising
To support the Company's recapitalisation and revised strategy, the Company has completed an initial £200,000 fundraising through the issue of 20,000,000 New Ordinary Shares at a price of 1p per share.
Of the £200,000 raised:
Following Admission, the Company's issued ordinary share capital is 20 million ordinary shares and trading in the Company's ordinary shares will be restored at 8:00 a.m. this morning.
The net proceeds provide the Company with short-term operational capital to support its continued AQSE listing and initial execution of its revised strategy. The Company expects to undertake further fundraisings in due course to support its ongoing operations and longer-term objectives.
The 20 million New Ordinary Shares were issued under the Company's existing share authorities and, in addition, 20 million Warrants have been issued to subscribers on the basis of one warrant for each New Ordinary Share subscribed for as set out in the Circular.
Parties interested in participating in any future fundraising should contact VSA Capital at [email protected] .
The Takeover Code and Concert Party
The Takeover Code applies to the Company. The Company has agreed with the Panel on Takeovers and Mergers that the following individuals are acting in concert in relation to the Company (the " Concert Party "): Kwasi Kwarteng, Paul Withers, Daniel Howe, Jai Patel, Brendan Kearns and Sam Daughtry.
On Admission, the Concert Party is interested in 14,400,000 ordinary shares, representing 72.00% of the Company's issued share capital, and holds 14,400,000 warrants. Assuming exercise in full of the Concert Party warrants (and assuming no other warrants are exercised), the Concert Party could be interested in 28,800,000 ordinary shares, representing approximately 83.72% of the enlarged voting rights of the Company.
The Panel agreed that, following the approval of independent shareholders at the General Meeting held on 9 December 2025, 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. The exercise of the warrants by the Concert Party will also not result in an obligation to make a general offer to shareholders.
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.
Concert Party holdings as at Admission
|
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% |
Directors and Board changes
With effect from today, Kwasi Kwarteng has been appointed to the Board as Executive Chairman and Paul Withers has been appointed to the Board as a Non-Executive Director.
At the same time, Dr Jane Thomason, Bryan Coyne and Steven Davis have resigned from the Board. The Company thanks Dr Thomason, Mr Coyne and Mr Davis for their contribution to the Company.
Jai Patel and Brendan Kearns remain on the Board, with Jai Patel continuing as Chief Executive Officer and Brendan Kearns continuing as Chief Financial Officer.
Directors' interests following Admission
The interests of the directors in the ordinary shares and warrants of the Company following Admission are set out below:
|
|
New Ordinary Shares held |
Percentage |
Number of Warrants held |
|
Paul Withers |
7,500,000 |
37.5% |
7,500,000 |
|
Kwasi Kwarteng |
2,500,000 |
12.5% |
2,500,000 |
|
Jai Patel |
1,250,000 |
6.25% |
1,250,000 |
|
Brendan Kearns |
350,000 |
1.75% |
350,000 |
Kwasi Kwarteng (Executive Chairman)
The following information is disclosed in respect of Kwasi Kwarteng (age 50) pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook. All information is as at the date of this announcement.
|
Current directorships and/or partnerships |
Former directorships and/or partnerships (within the last five years):
|
|
Soracte Ltd |
N/A |
Kwasi Kwarteng has held several senior positions in UK government, most recently serving as Chancellor of the Exchequer from September 2022 to October 2022. Prior to this, he was Secretary of State at the Department for Business, Energy and Industrial Strategy (BEIS), and has also served as Minister of State at BEIS and Parliamentary Under Secretary of State at the Department for Exiting the European Union.
Kwasi was elected as Member of Parliament for Spelthorne in 2010 and left the House of Commons in 2024. During that time, he served on a number of key Parliamentary committees, including the Transport, Work and Pensions, and Public Accounts Committees. Earlier in his career, he worked as a financial analyst in the private sector.
He holds a degree in Classics and History from Trinity College, Cambridge, attended Harvard University on a Kennedy Scholarship, and completed a PhD in Economic History at the University of Cambridge.
Kwasi's economic and political experience, combined with a strong understanding of financial markets, will bring a highly valuable perspective to the Board as the Company pursues its aims.
There are no further disclosures required pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook in relation to Kwasi Kwarteng.
Paul Withers (Non-Executive Director)
The following information is disclosed in respect of Paul Withers (age 44) pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook. All information is as at the date of this announcement.
|
Current directorships and/or partnerships |
Former directorships and/or partnerships (within the last five years):
|
|
Eleven INTL Ltd DB London Ltd Salestrackr Ltd PADL RKT Ltd Gold Pensions Ltd PayFX Global Ltd Kitchequip Ltd Aureus Acquisitions Ltd |
Aureus Land and Property Ltd Aureus Trade Ltd The Kitchen Equipment Company Ltd
|
Paul Withers is an experienced entrepreneur, investor and business operator with a strong track record across the precious metals, digital assets and M&A sectors. He is the Co-Founder and CEO of DB London Ltd (" DB "), a leading UK and international precious metals dealer, recognised as one of the Financial Times' fastest-growing companies in Europe and listed in The Spear's 500 as one of the world's best providers of wealth preservation services to high-net-worth individuals.
Founded in 2015, DB serves a diverse client base ranging from investment novices to seasoned HNWIs, offering products such as physical gold and silver, digital gold, tax-efficient alternatives, and pension gold. The business also provides bespoke storage solutions, including ultra-secure safes and panic rooms, and operates a well-established e-commerce platform supported by a team of specialist brokers.
In addition to DB, Paul is the Chairman and Co-Founder of Aureus Acquisitions, a boutique investment firm focused on acquiring and scaling UK-based SMEs. He also served as a Strategic Partner at Aurus Technologies, where he helped implement the world's first tokenisation of physical gold bars into blockchain-based assets, leading the rollout of digital gold sales in the UK to private clients, family offices and institutional investors.
Earlier in his career, Paul served in the Royal Navy as an Electronic Warfare Technician, where he developed a disciplined, detail-oriented approach that has since helped underpin his success in both regulated industries and entrepreneurial ventures.
Paul brings to the Board a highly commercial mindset, deep sectoral knowledge in alternative assets and financial products, and a strong network of investors and partners. He has been closely involved in the development of the Company's modified strategy and will play a key role in guiding its execution.
There are no further disclosures required pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook in relation to Paul Withers.
New Investing Policy
As approved by shareholders at the General Meeting, the Company has adopted a new Investing Policy (" New Investing Policy ").
Under the New Investing Policy, the Company will operate as a dedicated Bitcoin-focused listed investment vehicle, providing investors with regulated and transparent exposure to Bitcoin through direct investment and disciplined treasury management. The Company's objective is to achieve long-term capital appreciation for shareholders.
The Company will implement treasury management procedures designed to optimise capital deployment, manage liquidity and mitigate financial risk, ensuring prudent stewardship of shareholder funds.
In addition, the Company may consider the selective acquisition of cash-flow positive businesses aligned with its core objectives, where such acquisitions are expected to generate recurring income to support Bitcoin purchases and treasury costs. Any such acquisitions will be complementary to the Company's Bitcoin-focused mandate and assessed against defined internal financial and strategic parameters, with the aim of enhancing long-term shareholder value and maximising Bitcoin per share.
The Board believes that the adoption of a focused Bitcoin investment strategy provides the Company with a clear and differentiated proposition and offers the potential to generate superior long-term returns for shareholders.
Corporate Governance
The Directors recognise the importance of maintaining high standards of corporate governance. The Company has adopted the QCA Corporate Governance Code and has applied its principles since admission to the AQSE Growth Market, to the extent considered appropriate given the Company's size, structure and stage of development. The Company will continue to apply the QCA Code following Admission.
The Board meets at least monthly to ensure effective oversight of the Company's operations and compliance with the AQSE Growth Market Access Rulebook, working closely with VSA Capital, the Company's AQSE Corporate Adviser.
The Company has established a governance framework comprising the following committees:
The Audit & Risk Committee, chaired by Kwasi Kwarteng, with Paul Withers as the other member, responsible for financial reporting, internal controls, risk management and regulatory compliance, including (where relevant) the Money Laundering Regulations, FSMA and the UK Financial Promotions Regime, UK AIFMD, CARF reporting obligations and the Cryptoassets Order and related FCA regulation once implemented.
The Remuneration Committee, comprising Paul Withers (Chairman) and Kwasi Kwarteng, overseeing remuneration arrangements for senior management, with members abstaining from decisions relating to their own remuneration.
The Aquis Rules Compliance Committee, chaired by Kwasi Kwarteng with Paul Withers as a member, overseeing compliance with the AQSE Growth Market Access Rulebook.
The Investment Committee, chaired by Paul Withers and comprising Jai Patel and Brendan Kearns, responsible for approving investment decisions under a "four eyes" policy and monitoring portfolio performance and risk.
The Company has adopted a Share Dealing Code in accordance with the UK Market Abuse Regulation and the AQSE Access Rulebook and is subject to the UK Criminal Justice Act 1993 in relation to insider dealing.
In accordance with the Aquis Stock Exchange Cryptoassets Policy, the Company confirms that it will hold Bitcoin as part of its treasury and investment strategy and does not intend to hold a broader portfolio of crypto-assets. The Company will monitor the market value of its Bitcoin holdings using publicly available and reliable data sources and will make market disclosures where required under applicable regulations. The Board, together with the Audit & Risk Committee and the Company's AQSE Corporate Adviser, will oversee ongoing compliance with the Cryptoassets Policy.
Existing Share Authorities
At the General Meeting held on 6 June 2022, shareholders granted the Directors authority to issue up to 100,000,000 new ordinary shares, such authority remaining valid for a period of five years. To date, 4,166,667 ordinary shares have been issued under this authority, leaving capacity to issue a further 95,833,333 ordinary shares.
The New Ordinary Shares issued pursuant to the Subscription were issued under this existing authority.
In addition, at the General Meeting held on 9 December 2025, shareholders granted the Directors authority to issue up to 500,000,000 new ordinary shares on a non-pre-emptive basis, providing the Company with flexibility to raise further capital in support of its strategy.
Further information on the Company is available at https://www.stackbitcoin.co.uk/ .
Kwasi Kwarteng, Executive Chairman of Stack commented:
"I am delighted that we have created Stack BTC Plc as a dedicated Bitcoin investing company allowing investors access to this important asset. We have significant plans to grow the Company and look forward to developing our plans. In addition, I am confident that the Company will help position the UK at the forefront of Bitcoin adoption, recognising Bitcoin as the emerging global monetary standard".
For further information please contact:
|
Stack BTC Plc Jai Patel Chief Executive Officer |
|
|
VSA Capital Limited (AQSE Corporate Adviser and Broker) Andrew Raca Sam Gurung |
+44 (0) 7469 152 119
|
