London vote may force Satsuma to sell 668 BTC and delist

Satsuma Technology has passed its final proxy deadline for two linked shareholder resolutions: to sell its entire holding of 668.48 Bitcoin and to cancel its listing on the London Stock Exchange. Both special resolutions require at least 75% of votes cast to pass and are interdependent; if either fails, neither the sale nor the delisting can proceed. The proposals were tabled by holders representing more than 20% of issued capital and were accepted for the meeting without a formal requisition. Shareholders who missed proxy cutoffs may still attend and vote in person at the July 20 general meeting.

Trading in Satsuma shares was suspended at 7:30 a.m. on July 1 because the unresolved vote prevented directors and auditors from finalising the company’s position in time to publish audited accounts by the June 30 reporting deadline. Satsuma expects to have audited accounts by the end of July and anticipates that trading could resume afterward, subject to approval by the Financial Conduct Authority.

At June 30, Satsuma valued its 668.48 BTC at £29.44 million and reported total net asset value of £33.23 million. The fact pack showed an average acquisition cost of £84,026 per Bitcoin and an unrealised loss of £39,984 per coin at that date. Applying a mid-July market price produces a higher gross Bitcoin value of about £32.34 million; Satsuma has cautioned that such a calculation is not an estimate of any final distribution.

If shareholders approve both resolutions and the company secures remaining approvals, the indicative timetable would see the Bitcoin sale on or around Aug. 3 and issuance of one non-tradable B share for each ordinary share on or around Aug. 4. Cash returned to B-shareholders would be reduced by an allocated £2 million for retained working capital and by transaction and termination costs. A court confirmation hearing is scheduled for Sept. 8, listing cancellation for Sept. 14 and payments to shareholders by Sept. 28, with all dates conditional on approvals and process steps.

The board is split on the plan: four of six directors recommend rejecting the proposals, while two directors support the sale-and-return approach. The resolution originated from a group of shareholders holding more than 20% of issued capital and was tabled at the general meeting by the board without a formal requisition.

Satsuma’s July update set out illustrative recoveries for former holders of two convertible loan tranches. Using an illustrative Bitcoin price scenario, the company showed former CLN1 holders could receive approximately £114 to £143 per £100 originally invested depending on warrant exercise and surplus cash, while former CLN2 holders might recover about £22 to £25 per £100. Those figures are illustrations that deduct estimated transaction costs and the £2 million working-capital retention, assume the original convertible-note holders retain their ordinary shares and include assumed proceeds from CLN1 warrant exercise where noted.

If the resolutions fail, Satsuma would continue operating as a listed treasury company with its current holdings and strategy. The July 20 vote will determine whether the company converts its Bitcoin holdings into cash and returns proceeds to shareholders after costs, or remains a public company holding Bitcoin on its balance sheet.