Coinsilium Group Limited: Launch of WRAP Retail Offer to raise approximately £500,000

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("UK MAR").

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).

 

Coinsilium Group Limited

(“Coinsilium” or the “Company”)

Launch of WRAP Retail Offer to raise approximately £500,000

 

Gibraltar, 24 July 2025 - Coinsilium Group Limited (AQSE: COIN | OTCQB: CINGF), the Aquis quoted digital asset venture builder, investor and advisor, is pleased to announce a retail investor offer via the Winterflood Retail Access Platform ("WRAP Retail Offer") to raise up to £500,000 through the issue of new ordinary shares of no par value at £0.06 per share ("Ordinary Shares") ("Offer Price"). The WRAP Retail Offer will open immediately following this announcement.

The WRAP Retail Offer is being co-ordinated in conjunction with Peterhouse Capital Limited.

Use of WRAP Retail Offer Proceeds

 

Proceeds of the WRAP Retail Offer will be used predominantly to further Forza (Gibraltar) Limited “Forza!”, the Company’s wholly owned Bitcoin Treasury Strategy subsidiary.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on the Aquis Stock Exchange Growth Market (“Admission”). It is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence on the Aquis Stock Exchange Growth Market at 8.00 a.m. on or around 30 July 2025.

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of Coinsilium following release of this announcement and through certain financial intermediaries.

 

A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for WRAP Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer.

 

Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.

 

The WRAP Retail Offer will open immediately following this announcement. The WRAP Retail Offer is expected to close at 21.00 on 24 July 2025, however the offer may close earlier than anticipated. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the WRAP Retail Offer is expected to be announced by the Company on or around 25 July 2025.

 

To be eligible to participate in the WRAP 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 in the United Kingdom. 

 

There is a minimum subscription of £500 per investor under the WRAP 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 WRAP 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 WRAP 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.

 

 

Please note that the WRAP Retail Offer is being made in the United Kingdom as an exempt public offer, which is subject to a €8 million fundraising limit over a 12-month period.

 

 

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 are responsible for assessing whether this investment is suitable for their circumstances and 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.

 

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 WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.

 

Instructions For AJ Bell Customers

 

Existing shareholders via AJ Bell will receive an email when the offer launches to let them know how to place orders. Clients that don't currently hold the stock already can call through to their Dealing Services Team on 0345 54 32 600 to subscribe. Please note that AJ Bell will be closing for applications at 18:30.

 

Instructions for Interactive Investor Clients

 

Existing shareholders via Interactive Investor will receive an email and be able to subscribe for new shares via the Corporate Actions section of the website. Clients that don't currently hold the stock already can call through to the international dealing 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 WRAP@winterflood.com.

 

The Directors of Coinsilium Group Limited take responsibility for this announcement.

 

Coinsilium Group Limited Malcolm Palle, Executive Chairman Eddy Travia, Chief Executive	+350 2000 8223 +44 (0)7785 381 089 www.coinsilium.com
Peterhouse Capital Limited (AQUIS Growth Market Corporate Adviser and Corporate Broker)	+44 (0)20 7469 0930
Winterflood Retail Access Platform Kaitlan Billings, Sophia Bechev	WRAP@winterflood.com +44(0) 20 3100 0214

The Company's LEI is 213800YP3S25YH3GQV31

 

This announcement should be read in its entirety. In particular, the information in the “Important Notice” section of the announcement should be read and understood.

 

Important Notice

Coinsilium Group Limited (“Coinsilium” or “the Company”) holds part of its reserves in Bitcoin through its wholly owned Gibraltar-based subsidiary, Forza (Gibraltar) Limited (“Forza”), which is responsible for managing the Company’s Bitcoin treasury.

The Financial Conduct Authority (“FCA”) regards digital assets such as Bitcoin as high-risk and speculative, with potential for extreme price volatility. An investment in Coinsilium Group Limited is not a direct  investment in Bitcoin. Coinsilium holds a range of assets, including equity interests in companies operating within and beyond the blockchain sector, and maintains a diversified portfolio of strategic investments across the digital asset space. This structure provides broader exposure beyond Bitcoin. The Company’s exposure to Bitcoin forms part of its broader capital allocation strategy.

Coinsilium is not authorised or regulated by the FCA. While the Board of Directors considers Bitcoin to be an appropriate long-term reserve asset, prospective and existing investors should be aware of the associated risks. There is no certainty that the Company will be able to realise its Bitcoin holdings at expected valuations, and the financial performance of the Company may be affected by movements in the price of Bitcoin. As a result of the Company’s exposure to Bitcoin, the market value of Coinsilium shares may also experience significant fluctuations, and the value of investments can go down as well as up.

The decision to allocate capital into Bitcoin, facilitated through the Company’s dedicated treasury management structure, Forza, reflects a strategic view of Bitcoin as a long-term reserve asset. This approach is underpinned by over a decade of experience operating in the digital asset sector. The Company is aware of the particular risks Bitcoin presents to its financial position, which include but are not limited to:

(i) Volatility: Bitcoin is subject to significant price fluctuations, and its value can decline sharply over short periods, just as it can appreciate. Investors should be aware of the potential for substantial losses.

(ii) Lack of Regulation: The Bitcoin market operates with minimal regulatory supervision in many jurisdictions. This increases the risk of financial loss arising from events such as cyber breaches, illicit activity, or the failure of counterparties.

(iii) Liquidity Risk: The Company’s ability to liquidate its Bitcoin holdings is not guaranteed and may be subject to constraints. Factors that could affect this include market conditions at the time of sale, availability of counterparties, and unforeseen disruptions such as liquidity shortfalls, system outages, or cybersecurity incidents.

(iv) Reputational and Security Concerns: The cryptoasset sector continues to face reputational challenges, including associations with fraud, money laundering, and cyber-related threats. These concerns are not unfounded, particularly in certain areas of the market. However, based on over a decade of operational experience in the virtual assets industry, the Company has developed a deep understanding of the real-world risks and has established practices to navigate them responsibly—particularly in relation to Bitcoin.

Prospective investors are strongly encouraged to conduct their own research and carefully consider these risks before making any investment decision.

Nothing herein amounts to a recommendation to invest in the Company or to investment, taxation or legal advice. The price of shares and the income from them may go down as well as up. Past performance is not a guide to future performance. For further detail, please refer to the Company’s Bitcoin Treasury Policy and Strategic Plan.

 

 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 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 WRAP Retail Offer, this announcement and the information contained herein is for new and existing retail shareholders in the United Kingdom only.

 

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 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 FCA, the Aquis 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 WRAP Retail Offer will not be admitted to trading on any stock exchange other than the Aquis Stock Exchange Growth Market.

 

Peterhouse Capital Limited, which is authorised and regulated by the FCA in the United Kingdom, is acting as Corporate Adviser to the Company in connection with the WRAP Retail Offer. Peterhouse Capital Limited has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Peterhouse Capital Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information. The responsibilities of Peterhouse Capital Limited as the Company's Corporate Adviser under the Aquis Growth Market Access Rulebook are owed solely to the Aquis Stock Exchange Growth Market 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.