3 November 2025
Vaultz Capital plc
("Vaultz Capital", "Vaultz" or the "Company")
Notice of AGM & Proposed Share Capital Reorganisation
Vaultz Capital plc (AQSE: V3TC | FRA: VJ2), a digital asset operating company, announces that it has sent a notice of annual general Meeting ("AGM") to shareholders. The AGM will be held at Eccleston Yards, 25 Eccleston Place, London, United Kingdom, SW1W 9NF at 11.00 a.m. on 26 November 2025.
The notice of AGM will be made available on the Company's website (www.vaultzcapital.co.uk), with hard copies being sent to shareholders as applicable in accordance with communications preferences.
Share Capital Reorganisation
The Board is proposing to sub-divide each existing ordinary share of £0.01 each ("Existing Ordinary Share") into one new ordinary share of £0.001 each ("New Ordinary Share") (£0.001 being the proposed new nominal value per share) and one deferred share of £0.009 each. The New Ordinary Shares will, in all material respects, have the same rights (including rights as to voting, dividends and return of capital) as the Existing Ordinary Shares, save for their nominal value. The New Ordinary Shares will be traded on AQSE and Frankfurt in the same way as the Existing Ordinary Shares, with the exception of the difference in nominal value. The nominal value of shares already held in CREST will be updated at approximately 8.00 a.m. on 27 November 2025.
The Board considers that the proposed share capital reorganisation is in the best interests of the Company and its shareholders as a whole. The purpose of the reorganisation is to amend the nominal value of the existing ordinary shares in order to provide the Company with greater flexibility in the management of its share capital and to facilitate future corporate, financing, or strategic initiatives.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Publication of the Notice of Annual General Meeting
|
3 November 2025 |
| Latest time and date for receipt of proxy appointments
|
11.00 a.m. on 24 November 2025 |
| Annual General Meeting
|
11.00 a.m. on 26 November 2025 |
| Announcement of the results of the Annual General Meeting
|
26 November 2025 |
| Effective time of the Share Sub-Division and Reclassification |
8.00 a.m. on 27 November 2025 |
If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through the Regulatory News Service. All references to time and dates in this Notice of Annual General Meeting are to time and dates in London.
SHARE CAPITAL STATISTICS
| Existing Ordinary Shares of £0.01 each in issue as at the date of the Document
|
212,991,001 |
| New Ordinary Shares of £0.001 pence each in issue after the Share Sub-Division and Reclassification (based on the issued share capital stated above)
|
212,991,001 |
| Deferred Shares of £0.009 each in the capital of the Company to be created by the Share Sub-Division and Reclassification |
212,991,001 |
This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company are responsible for the release of this announcement.
For further information please contact:
| Vaultz Capital plc Eric Benz
|
Via Tancredi |
| Cairn Financial Advisers LLP (AQSE Corporate Adviser) Liam Murray / Ludovico Lazzaretti / James Western |
+44 (0)20 7213 0880 |
| Global Investment Strategy UK Limited (Broker) Callum Hill |
+44 (0)20 7048 9000 |
| Tancredi Intelligent Communication (Financial Communications Adviser) |
About Vaultz Capital plc
The Company is an operating company and intends to build a scalable, revenue-generating business through participation in the Bitcoin network infrastructure. Initially this will focus on acquiring exposure to Bitcoin hashrate via Bitcoin cloud mining. The Company is exploring multiple routes to access hashrate, including the direct acquisition of mining hardware and indirect arrangements with established operators. These mechanisms are intended to provide the Company with ongoing exposure to Bitcoin block rewards and transaction fees, forming the core of the Company's commercial activity. While the Company also maintains a Bitcoin treasury policy, its primary business is operational in nature, centred around infrastructure participation within the Bitcoin ecosystem.
Important Notices
The Company intends to hold treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoassets. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy and shareholders will have no direct access to the Company's holdings. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and potential growth and therefore appropriate for the Company's reserves. Accordingly, the Company is and intends to continue to be materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.
The Company is neither authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies (such as Bitcoin) are generally unregulated in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its Bitcoin positions due to market movements. Neither the Company nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.
Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do your own research before investing.