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Results of voting at Jersey Court Meeting and Scheme General Meeting and update on other Conditions
Globenewswire· 2026-03-19 19:15
Core Viewpoint - CoinShares International Limited is undergoing a merger with Vine Hill Capital Investment Corp and Odysseus Holdings, which will facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to a U.S. stock market [1][10]. Group 1: Transaction Details - The merger plan includes a court-sanctioned scheme of arrangement under Jersey Companies Law [1]. - CoinShares published a scheme circular on 18 February 2026 regarding the Scheme of Arrangement [1]. - The Jersey Court Meeting and Scheme General Meeting were held to approve the transaction, with all resolutions passed [3][7]. Group 2: Voting Results - At the Jersey Court Meeting, 51,901,952 Scheme Shares were voted, with 100% in favor and no votes against [5]. - At the Scheme General Meeting, 43,311,197 CoinShares Shares were voted, also with 100% in favor [8]. - The total number of voting rights in CoinShares was 65,538,673 as of the Voting Record Time [9]. Group 3: Conditions and Next Steps - Conditions 6, 7, and 8 related to antitrust and regulatory approvals have been satisfied [10]. - The Sanction Hearing for the Scheme of Arrangement is scheduled for 30 March 2026 [13]. - The Scheme will become effective upon the delivery of the Court Order to the Jersey Registrar of Companies, expected on 31 March 2026 [13][54]. Group 4: Timetable of Events - The last day for dealings in CoinShares Shares on Nasdaq Stockholm is 20 March 2026 [52]. - Trading of CoinShares Shares will be suspended on 23 March 2026 [52]. - The delisting of CoinShares Shares on Nasdaq Stockholm is expected by 31 March 2026 [53].
Vine Hill Capital Investment Corp. Announces Change to Physical Place of its Extraordinary General Meeting to be Held on March 27, 2026
Globenewswire· 2026-03-19 10:30
Core Viewpoint - Vine Hill Capital Investment Corp. is holding an Extraordinary General Meeting on March 27, 2026, to vote on a proposed business combination with CoinShares International Limited and Odysseus Holdings Limited [1] Group 1: Meeting Details - The location of the Extraordinary General Meeting has been changed to the offices of Paul Hastings LLP in Los Angeles, California, while it will also be held virtually [1] - The meeting is scheduled for 10:00 a.m. Eastern Time (7:00 a.m. Pacific Time) on March 27, 2026 [1] Group 2: Business Combination - The meeting will consider and vote on a proposal to approve the business combination and other transactions outlined in the Business Combination Agreement among Vine Hill, CoinShares, and Odysseus Holdings [1] - A Registration Statement on Form F-4 has been filed with the SEC, which includes a proxy statement and prospectus related to the business combination [3] Group 3: Shareholder Information - The definitive proxy statement was filed with the SEC on March 16, 2026, and has been mailed to Vine Hill shareholders as of March 2, 2026 [3] - Shareholders are encouraged to read the preliminary proxy statement/prospectus and other relevant documents filed with the SEC before making any voting or investment decisions [3]
Nasdaq Stockholm approves CoinShares application for suspension of trading and delisting of its ordinary shares from Nasdaq Stockholm
Globenewswire· 2026-03-12 10:00
Core Viewpoint - CoinShares International Limited is undergoing a merger with Vine Hill Capital Investment Corp. and Odysseus Holdings, which will facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to a U.S. public stock market [1][6]. Group 1: Transaction Details - The merger plan includes a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law [1]. - The delisting of CoinShares' ordinary shares from Nasdaq Stockholm is conditional upon the registration of the court order sanctioning the Scheme of Arrangement [2]. - The last day of trading for CoinShares' ordinary shares on Nasdaq Stockholm is expected to be on 20 March 2026, with trading suspension effective from 23 March 2026 and delisting on 31 March 2026 [2]. Group 2: Company Background - CoinShares is a leading global digital asset manager, providing a range of financial services including investment management and trading [3]. - Founded in 2013, CoinShares is headquartered in Jersey and has offices in France, Stockholm, the UK, and the US [3]. - Vine Hill is a special purpose acquisition company (SPAC) that completed a $220 million initial public offering in September 2024 [4].
CoinShares has applied for suspension of trading and delisting of its ordinary shares from Nasdaq Stockholm and update on timetable for the transaction with Vine Hill
Globenewswire· 2026-03-12 07:10
Core Viewpoint - CoinShares International Limited is undergoing a merger with Vine Hill Capital Investment Corp. and Odysseus Holdings Limited, which will facilitate a change of listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States [1] Group 1: Transaction Details - The merger plan includes a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law [1] - The Scheme of Arrangement is conditional upon the approval of the requisite majority of Scheme Shareholders at the Jersey Court Meeting and CoinShares Shareholders at the Scheme General Meeting [2][5] - An updated expected timetable for the Transaction has been established to address delays caused by the U.S. federal government shutdown in late 2025 [2][3] Group 2: Timetable of Events - Key dates include the Jersey Court Meeting and Scheme General Meeting on 19 March 2026, the last day of trading on Nasdaq Stockholm on 20 March 2026, and the expected completion of the SPAC merger on or around 30 March 2026 [7] - The delisting of CoinShares ordinary shares from Nasdaq Stockholm is expected to take effect on 31 March 2026, with the first day of trading of Odysseus Holdings ordinary shares on the Nasdaq Stock Market anticipated on or around 7 April 2026 [6][7] Group 3: Company Background - CoinShares is a leading global digital asset manager, providing a range of financial services across investment management, trading, and securities [9] - Founded in 2013, CoinShares is headquartered in Jersey and is regulated by various financial authorities in Jersey, France, and the U.S. [9] - Vine Hill is a special purpose acquisition company (SPAC) that completed a $220 million initial public offering in September 2024 [10]
Odysseus Holdings and CoinShares publish the offer document for the transaction with Vine Hill
Globenewswire· 2026-02-26 07:00
Core Viewpoint - CoinShares International Limited is proposing a change in its listing venue to a public stock market or other exchange in the U.S. through a merger plan with Vine Hill Capital Investment Corp. and Odysseus Holdings [1] Company Information - CoinShares is a leading global digital asset manager, providing a range of financial services including investment management, trading, and securities to various clients [4] - Founded in 2013, CoinShares is headquartered in Jersey and has offices in France, Stockholm, the UK, and the US [4] - CoinShares is regulated by multiple authorities including the Jersey Financial Services Commission and the U.S. Securities and Exchange Commission [4] Transaction Details - The proposed transaction involves a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law [1] - An offer document has been prepared in accordance with the Takeover Rules for Nasdaq Stockholm and Nordic Growth Market NGM [2] - The transaction is subject to the applicable requirements of Nasdaq Stockholm and the Jersey Companies Law [19] Vine Hill Information - Vine Hill is a special purpose acquisition company (SPAC) that completed a $220 million initial public offering in September 2024 [5] - The stock of Vine Hill currently trades on Nasdaq under the ticker "VCIC" [5] Additional Information - Shareholders are encouraged to refer to the scheme circular related to the Scheme of Arrangement, which contains full terms and conditions [8] - Information regarding the transaction is available on the websites of CoinShares and Odysseus Holdings [3][24]
CoinShares publishes the Scheme Circular in relation to joint merger plan
Globenewswire· 2026-02-18 07:00
18 February 2026 | SAINT HELIER, Jersey | On 8 September 2025 CoinShares International Limited (“CoinShares”) (Nasdaq Stockholm: CS; US OTCQX: CNSRF) announced a joint merger plan with Vine Hill Capital Investment Corp (Nasdaq: VCIC) (“Vine Hill”) and Odysseus Holdings Limited (“Odysseus Holdings”), including a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (“Scheme of Arrangement”) in order to facilitate a change of listing venue for CoinShares Shares from Nasdaq Stock ...
CoinShares and Vine Hill Announce Submission of Amended Draft Registration Statement in Response to SEC First Round of Comments
Globenewswire· 2026-02-04 09:50
Core Viewpoint - CoinShares International Limited and Vine Hill Capital Investment Corp. are progressing towards a business combination, with an amended draft registration statement submitted to the SEC, indicating regulatory review advancement [1][2]. Company Overview CoinShares - CoinShares is a leading global asset manager specializing in digital assets, providing a range of financial services including investment management and trading [4]. - Founded in 2013, CoinShares is headquartered in Jersey and operates in multiple countries including France, Sweden, the UK, and the US [4]. - The company is regulated by various financial authorities, including the Jersey Financial Services Commission and the U.S. Securities and Exchange Commission [4]. Vine Hill - Vine Hill is a special purpose acquisition company (SPAC) that completed a $220 million initial public offering in September 2024 [5]. - The company aims to unlock shareholder value by leveraging public markets to help businesses achieve their potential [5]. Transaction Details - The business combination will result in Odysseus Holdings Limited becoming the publicly-listed holding company of CoinShares [1]. - The completion of the transaction is subject to customary closing conditions, including shareholder approvals and regulatory approvals from the Royal Court of Jersey [3]. - A directions hearing with the Royal Court of Jersey is scheduled for February 17, 2026, to facilitate the transaction [3].
COINSHARES HAS RECEIVED IRREVOCABLE UNDERTAKINGS FROM CERTAIN MEMBERS OF ITS BOARD OF DIRECTORS IN CONNECTION WITH THE PROPOSED TRANSACTION WITH VINE HILL
Globenewswire· 2026-01-30 15:24
Core Viewpoint - CoinShares International Limited has announced a joint merger plan with Vine Hill Capital Investment Corp and Odysseus Holdings Limited, aiming to change the listing venue for CoinShares shares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States through a court-sanctioned scheme of arrangement [1][20]. Group 1: Merger Details - The merger plan includes a court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 [1][20]. - CoinShares has received irrevocable undertakings from all members of its Board of Directors who hold shares, totaling approximately 23,778,129 CoinShares Shares, which is about 36.281 percent of all shares and votes in CoinShares [4][23]. - In total, CoinShares has received irrevocable undertakings amounting to 53,297,744 CoinShares Shares, approximately 81.323 percent of all shares and votes in CoinShares [6][25]. Group 2: Company Background - CoinShares is a leading global digital asset manager, providing a range of financial services including investment management, trading, and securities to various clients [7][26]. - Founded in 2013, CoinShares is headquartered in Jersey and has offices in France, Stockholm, the UK, and the US, and is regulated by multiple financial authorities [7][26]. - Vine Hill is a special purpose acquisition company (SPAC) that completed a $220 million initial public offering in September 2024 and is focused on unlocking shareholder value through public markets [8][27].
CoinShares Announces Royal Court of Jersey Hearing Date as U.S. Listing Transaction Advances
Globenewswire· 2026-01-22 11:00
Core Viewpoint - CoinShares International Limited is progressing with a merger with Vine Hill Capital Investment Corp, with a court hearing scheduled for February 17, 2026, to discuss the proposed business combination [1][2]. Transaction Progress - The directions hearing is a significant procedural step in the Scheme of Arrangement, where the Court will approve shareholder documentation and direct the necessary shareholder meetings [2]. - Following court approval, CoinShares plans to publish the Scheme Circular around February 18, 2026, and Odysseus Holdings Limited will publish the Swedish offer document around February 25, 2026 [3]. Path to U.S. Listing - CoinShares and Odysseus Holdings Limited submitted a draft registration statement on Form F-4 to the SEC on November 21, 2025, and will provide updates on the timeline after further engagement with the SEC [4]. Transaction Valuation - The merger values CoinShares at USD 1.2 billion, based on the Company's 2024 full-year adjusted EBITDA, which was generated when bitcoin averaged USD 65,964, compared to current prices of approximately USD 90,000 [5]. Completion Conditions - The completion of the transaction is subject to customary closing conditions, including shareholder approvals, court acts, effectiveness of the F-4, and local regulatory approvals [6]. Company Background - CoinShares is a leading global digital asset manager, providing a range of financial services to various clients, and is regulated by multiple financial authorities [7]. - Vine Hill is a special purpose acquisition company (SPAC) that completed a USD 220 million IPO in September 2024 and is focused on unlocking shareholder value through public markets [8].
CoinShares Accelerates Product Strategy for U.S. Market
Globenewswire· 2025-11-28 12:00
Core Viewpoint - CoinShares International Limited is preparing for its U.S. public listing and aims to leverage its institutional-grade research capabilities, crypto expertise, and active management to introduce innovative products in the U.S. market [1][2]. Group 1: Strategic Approach - The company plans to apply successful European strategies to the U.S. market, focusing on differentiated products rather than single-asset crypto ETPs, which have become commoditized [2][3]. - CoinShares has a history of product innovation, including launching the world's first bitcoin ETP in 2015, which has helped maintain strong margins [2]. Group 2: Product Development - Over the next 12-18 months, CoinShares aims to launch innovative products in three core categories: crypto equity exposure vehicles, thematic baskets targeting blockchain trends, and actively managed strategies combining crypto with other assets [5][6]. - The CoinShares Bitcoin Miners ETF (WGMI) has shown strong market demand, growing to over $250 million in assets under management with a management fee of 0.75%, indicating the potential for premium pricing and sustainable margins [4][6]. Group 3: Market Positioning - The company is streamlining its U.S. product lineup by discontinuing the CoinShares Bitcoin Futures Leveraged product to focus on higher-margin opportunities [7]. - CoinShares positions itself as a disciplined, high-value player in the U.S. public markets, aiming to create sustainable shareholder value through its differentiated expertise [8].