PR Newswire
LONDON, United Kingdom, March 20
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, OR INTO OR WITHINTHE UNITED STATES,AUSTRALIA,NEW
ZEALAND,CANADA,SOUTH AFRICAORJAPAN, 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.
20 March 2026
Stack BTC Plc (STAK)
Result of WRAP Retail Offer and total Fundraising
Stack BTC Plc («Stack» or the «Company»), theUK-based company focused on
building a portfolio of high-quality, cash-generative businesses, alongside a
Bitcoin treasury, is pleased to announce the result of its retail offer via the
Winterflood Retail Access Platform («WRAP Retail Offer»), at10 penceper share
(«Issue Price»). The Company has raised aggregate gross proceeds of
approximately£94,700in an offering that closed yesterday, 19 March 2026. The
Company will issue a total of 947,000 new Ordinary Shares (the «WRAP Retail
Offer Shares»), at the Issue Price pursuant to the WRAP Retail Offer. Combined
with the Placing announced on 18 March, the Company has raised a total of GBP
1,895,400.
Admission and Total Voting Rights
Applications have been made for the WRAP Retail Offer Shares to be admitted to
trading on the Aquis Growth Market («Admission»). Admission is expected to
become effective on or around 25 March 2026.
Upon Admission of the WRAP Retail Offer Shares, the Company’s issued ordinary
share capital will consist of 87,084,000 Ordinary Shares with one voting right
each. The Company does not hold any Ordinary Shares in treasury. Therefore, from
Admission the total number of Ordinary Shares and voting rights in the Company
will be 87,084,000. With effect from Admission, this figure may be used by
Shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change to their interest in, the Company under the FCA’s Disclosure Guidance and
Transparency Rules.
The new Ordinary Shares to be issued pursuant to the WRAP Retail Offer will be
issued free of all liens, charges and encumbrances and will, on Admission,
rankpari passuin all respects, with the existing Ordinary Shares.
Terms used but not defined in this announcement have the same meaning as set out
in the Company’s announcement released at 7.01 a.m. on 18 March 2026.
Further information on the Company is available
athttps://www.stackbitcoin.co.uk/.
For further information please contact:
Stack BTC Plc [email protected]
Jai Patel
Chief Executive Officer
VSA Capital Limited (AQSE +44 (0) 20 3005 5000
Corporate Adviser and [email protected]
Broker)
Andrew Raca
Sam Gurung
Yellow Jersey PR +44 (0) 774 7788 221
Charles Goodwin [email protected]
AlbR Capital Limited Tel: +44 (0)20 7562 0930
Corporate Broker
Lucy Williams / Duncan
Vasey
Winterflood Retail Access [email protected]
Platform +44(0) 20 3100 0214
Sophia Bechev
The Company’s LEI Code 984500556C45AE388547
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
The content of this announcement, which has been prepared by and is the sole
responsibility of the Company.
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 fromthe United States(including its territories and possessions, any
state ofthe United Statesand theDistrict of Columbia(the «United States» or
«US»)),Australia,Canada,New Zealand,Japan, theRepublic 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 ofthe United Statesand may not be offered or
sold directly or indirectly in or intothe United States. No public offering of
the WRAP Retail Offer Shares is being made inthe United States. The WRAP Retail
Offer Shares are being offered and sold outsidethe United Statesin «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 inthe
United States,Australia,Canada,New Zealand,Japan, theRepublic 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 intothe United States of America.This announcement is not an
offer of securities for sale intothe 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 inthe United States, except pursuant to an applicable
exemption from registration.No public offering of securities is being made inthe
United States.
The 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.
WRAP is a proprietary technology platform owned and operated by Winterflood
Securities Ltd (registered address at Riverbank House, 2 Swan Lane,LondonEC4R
3GA; FRN 141455). Winterflood Securities Ltd («Winterflood») is authorised and
regulated in theUnited Kingdomby 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 WRAP 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 WRAP 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 Financial Conduct
Authority, 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 Shares
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 Aquis Stock
Exchange.
It is further noted that the WRAP Retail Offer was only open to investors in
theUnited Kingdom.
AlbR Capital Limited, which is authorised and regulated by the FCA in theUnited
Kingdom, is acting as Aquis Stock Exchange Growth Market Corporate Adviser to
the Company in connection with the WRAP Retail Offer. AlbR Capital Limited will
not be responsible to any person other than the Company for providing the
protections afforded to clients of AlbR Capital Limited or for providing advice
to any other person in connection with the WRAP Retail Offer. AlbR Capital
Limited has not authorised the contents of, or any part of, this announcement,
and no liability whatsoever is accepted by AlbR Capital Limited for the accuracy
of any information or opinions contained in this announcement or for the
omission of any material information.
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