Satsuma Technology today passed the final proxy deadline for its proposal to sell its entire Bitcoin assets and delist from the London Stock Exchange.
This leaves the next decision point at the upcoming General Assembly on July 20th.
If both resolutions are approved, it would begin the process of selling all Bitcoin, returning net cash, and delisting from the London Stock Exchange. The company holds 668.48 BTC as of June 30th.
Both special resolutions require at least 75% of the votes and are interdependent, meaning that failure of either would prevent both capital return and delisting. This cutoff applies to paper, online, and CREST substitute instructions. Eligible shareholders will still be able to attend and vote in person at the July 20 meeting.
The proposal came from holders representing more than 20% of Satsuma’s issued capital, and the board agreed to make the proposal without formal requisition. Of the six board members, a majority of four directors recommend rejection, but two directors support the resolution.
Trading was suspended at 7:30 a.m. on July 1st. The pending vote prevented Satsuma’s directors and auditors from assessing its future in time for the publication of audited financial results by June 30. The company said it plans to publish its results by the end of the month, after which trading will resume subject to FCA approval.
Satsuma’s June 30 fact pack valued 668.48 BTC at £29.44 million for a total NAV of £33.23 million. That snapshot reported a 0.80x mNAV, no debt or other material liabilities, an average acquisition cost of £84,026 per BTC, and unrealized losses of £39,984 per coin.
Applying firememecoins’s Bitcoin price of £48,372.69 on July 16th to the June 30th balance, the total amount is approximately £32.34 million. This is not an estimate of the distribution, but represents a choice between keeping a publicly traded vehicle trading below a coin or pursuing value less costs.
If both votes pass and the remaining approvals are granted, the company’s expected schedule would be to sell all Bitcoin on or about August 3 and issue one non-tradable B share for each common share on or about August 4.
The cash generated from the sale will be distributed to B shares, reduced by £2 million in retained working capital and transaction and exit costs. A court approval hearing is scheduled for Sept. 8, with cancellations due Sept. 14 and payments due Sept. 28. Each date has conditions attached.
If either vote fails, this proposal will not result in the sale of Bitcoin or cancellation of the listing. Satsuma said that while its financial strategy continues, the trading suspension remains subject to account disclosure and the FCA agreement.
Recovery rates vary greatly for a single price.
Satsuma’s July 3 update separated the former holders of the CLN1 and CLN2 convertible bond tranches because the proposed prorata would result in a significantly different rate of return compared to the original investment. We used the $59,923 Bitcoin scenario to show the return per £100.
| scenario | Former CLN1 holder | Former CLN2 holder |
|---|---|---|
| No exercise of CLN1 warrants, no surplus cash | £113.9 | £22.8 |
| Full exercise of CLN1 warrants, no excess cash | £121.9 | £22.4 |
| No exercise of CLN1 warrants, approximately £3m cash surplus | £127.3 | £25.5 |
| Full exercise of CLN1 warrants, approximately £3 million in surplus cash | £143.0 | £24.8 |
The numbers are just an image, not a prediction. They subtract estimated transaction costs and working capital of £2m, assume the original CLN holders still own the shares, and present the CLN1 warrant case less the exercise proceeds of approximately £3.2m.
As of June 29, according to firememecoins’s financial company analysis, Metaplanet’s mNAV was approximately 0.9x, and new ordinary issuances below 1.0x were suspended. The Satsuma vote will add to similar discount pressures. Shareholders can decide whether to exchange the wrapping paper for the underlying assets.
(Tag translation) Bitcoin
