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).
16 September 2025
B HODL Plc
("B HODL" or the "Company")
WRAP Retail Offer for up to £500,000
B HODL, a British company founded for Bitcoin accumulation and revenue generation , is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") in conjunction with its IPO on the Aquis Stock Exchange ("AQSE"), to raise up to £500,000 (the "WRAP Retail Offer") through the issue of new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares").
Under the WRAP Retail Offer, WRAP Retail Offer Shares will be made available at a price of £0.14 per share. In addition to the WRAP Retail Offer and as announced earlier today, the Company has, subject to Admission (as defined below), raised approximately £13.3 million (before expenses) by way of a subscription for 95,251,802 New Ordinary Shares (the "Subscription Shares") at 14 pence per share ("Issue Price") (the "Subscription") in conjunction with the Company's Admission to trading on the Access segment of the AQSE Growth Market ("Admission").
Following the publication of the Company's Admission Document today, it is anticipated that Admission will become effective and that dealings in the Ordinary Shares pursuant to the Company's Admission to trading on AQSE will commence at 8:00 am on 22 September 2025. Further information on B HODL and its business is set out in the Admission Document available online at https://bhodl.com/investors/company-documents
For the avoidance of doubt, the WRAP Retail Offer is not part of the Subscription or Admission and the WRAP Retail Offer will complete upon Admission. It is anticipated that Admission will become effective and that dealings in the existing ordinary shares, the Subscription Shares and the WRAP Retail Offer Shares will commence on the Access segment of the AQSE Growth Market at 8:00 am on 22 September 2025.
About the Company
B HODL Plc was incorporated with the intention to capture the significant growth potential of Bitcoin and the Bitcoin industry. B HODL is focused from inception both on Bitcoin revenue generation and the ongoing growth of the Bitcoin industry and ecosystem. The Company aims to generate revenues from its holdings of Bitcoin, undertaking Bitcoin related operational activities, primarily the operation of Lightning Nodes and routing Bitcoin transactions through the Lightning Network. B HODL comprises a team which the Directors believe includes some of the most experienced professionals currently working in the Bitcoin space, as well as experts from paytech, financial services and markets and the legal profession.
The Company will leverage its exclusive relationship with CoinCorner, a leading British Bitcoin exchange, and acquire a significant Bitcoin treasury. It will execute revenue generating and advisory services using its expert management team and employees, who have, between them, over 40 years' experience of operating across the entire spectrum of the Bitcoin ecosystem, in addition to considerable depth of experience in financial services, law, investment management, fintech and in start-up businesses
Admission Document
The Company has today published an Admission Document in compliance with the requirements of the Aquis Stock Exchange Growth Market Access Rulebook. It includes, inter alia, all information that is, under these rules, required for an admission document which is not currently publicly available. Information which is public includes, without limitation, all information available on the Company's website (collectively, the "Public Record"). The Public Record can be accessed freely.
WRAP Retail Offer
The Company is making the WRAP Retail Offer open to eligible investors following release of this announcement and through certain financial intermediaries. The Retail Offer is not being made into any jurisdiction other than the United Kingdom. The Retail Offer is open to eligible investors in the United Kingdom only, except in certain limited circumstances with the consent of the Company and Winterflood Securities. For the avoidance of doubt, applicants in the United States are not able to participate in the Retail Offer.
A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.
Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors, should contact [email protected].
The Retail Offer is expected to close at 3:00 pm on 19 September 2025. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company on or around 22 September 2025.
To be eligible to participate in the 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 £100 per investor under the 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 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 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 £500,000 or such other size as is agreed by the Company.
No offering document, prospectus or admission document has been or will be submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement, the admission document available here: https://bhodl.com/investors/company-documents and any information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
It is a term of the Retail Offer that the total value of the 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 Ordinary 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 Ordinary Shares if they are in any doubt.
The value of Ordinary 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.
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 Retail Offer is not being made into any jurisdiction other than the United Kingdom.
The Company has published an admission document drawn up in compliance with the requirements of the Aquis Stock Exchange Growth Market Access Rulebook. The Admission Document does not constitute a prospectus. The Admission Document is not an approved prospectus for the purposes of, and as defined in, section 85 of FSMA, has not been prepared in accordance with the Prospectus Rules and its contents have not been approved by the FCA or any other authority which could be a competent authority for the purposes of the Prospectus Regulation. The Admission Document will not be filed with or approved by the FCA or any other government or regulatory authority in the UK.
Instructions for Interactive Investor Customers
Interested customers can call through to the Customer Service 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 [email protected].
Contact:
| B HODL Freddie New, Chief Executive Danny Scott, Chief Bitcoin Officer Communications Team
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First Sentinel (AQSE Corporate Adviser) Paul Shackelton Beatriz Iribarren
Celicourt Communications (Financial PR) Mark Antelme Jimmy Lea
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44 (0)20 7776464
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| Winterflood Retail Access Platform Sophia Bechev Kaitlan Billings |
+44(0) 20 3100 0214 |
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Further information on the Company can be found on its website at https://bhodl.com
The Company's LEI is 984500E71103F4407E23
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 Ordinary 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 Ordinary Shares is being made in the United States. The Ordinary 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 Ordinary 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 Ordinary 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 London Stock Exchange 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 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 Ordinary Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
First Sentinel Corporate Finance Limited ("First Sentinel") , which is authorised and regulated by the FCA in the United Kingdom, is acting AQSE Corporate Adviser to the Company in connection with the Subscription and Admission. First Sentinel has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by First Sentinel for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of First Sentinel as the Company's AQSE Corporate Adviser as set out in the rules of the AQSE Exchange Corporate Advisers Handbook are owed to Acquis Stock Exchange Limited and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this announcement, or otherwise.
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