Phoenix Digital - Results of Tender Offer

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

Press release

14 June 2024

Phoenix Digital Assets PLC

("Phoenix" or the "Company")

Results of Tender Offer

Phoenix Digital Assets PLC (AQSE: PNIX) is pleased to announce the final results of the Tender Offer, as set out in the shareholder circular published by the Company on 23 May 2024 (the "Circular"), which closed at 1.00 p.m. BST on 13 June 2024.

As previously announced, the Tender Offer was implemented in order to make a capital return of up to £33,687,500 to shareholders. The Tender Offer was made at a tender price of 5.39 pence per Ordinary Share (Tender Price), equivalent to the Company's Net Asset Value (NAV) per share as at 21 May 2024, excluding any illiquid, private holdings. This NAV is a 35% premium to the closing middle market price of Ordinary Shares on Aquis as of 21 May 2024.

The Company today announces that 662,548,375 Ordinary Shares have been validly tendered pursuant to the Tender Offer, with First Sentinel Corporate Finance Limited (FSCF) acting as agent for the Company. Therefore, acceptances exceed the number of shares for which the Company tendered by 37,548,375. Accordingly, the Company has accepted for purchase 625,000,000 Ordinary Shares at the Tender Price.

Excess Tenders

All Ordinary Shares validly tendered by any Qualifying Shareholder up to their Basic Entitlement will be accepted in full under the terms of the Tender Offer. Qualifying Shareholders were permitted to sell more than their Basic Entitlement to the extent that other Qualifying Shareholders sold less than their Basic Entitlement or did not tender any Ordinary Shares (thereby creating Excess Capacity), in accordance with the process described in the Circular.

Payment

It is anticipated that by no later than 21 June 2024, the proceeds payable to the Company's Shareholders for the certificated Ordinary Shares purchased under the Tender Offer will be despatched in the form of a cheque, likewise it is anticipated that CREST account holders will have their CREST accounts credited by no later than 21 June 2024.

Similarly, it is anticipated that CREST accounts will be credited with Ordinary Shares by no later than 21 June in respect of unsuccessful tenders. The despatch of balance share certificates in respect of unsuccessful tenders is anticipated by no later than 24 June.

Following the purchase, the Company will cancel such Ordinary Shares, reducing its Issued Ordinary Share Capital from 1,085,875,000 Ordinary Shares to 460,875,000 Ordinary Shares. Following cancellation, the total voting rights will be 460,875,000 and this figure may be used by shareholders for the calculations by which they will determine if they are required to notify their major interest in, or a change to their major interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules (DTR).

Jonathan Bixby, Chairman of Phoenix, commented: "The result of this Tender Offer underscores our dedication to delivering value to our shareholders and ensuring the future prosperity of Phoenix. We remain committed to our strategic goal of becoming the leading large-cap crypto currency fund in the UK."

The Directors of Phoenix Digital Assets PLC take responsibility for this announcement.

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About Phoenix

Phoenix Digital Assets PLC invests in a diversified portfolio of cryptocurrency, and/or in companies or funds which have exposure to NFT or blockchain technology. The Company's leadership team have an extensive track record in the cryptocurrency sector and previously founded Argo Blockchain PLC, a global crypto miner. Phoenix is headquartered in London, UK, and its shares are listed on the Aquis Stock Exchange Growth Market under the ticker symbol PNIX. https://www.getphoenix.co.uk