Core Viewpoint - CoinShares International Limited has announced 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 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 has become effective, with the entire issued share capital of CoinShares now owned by Odysseus Cayman [3] - Nasdaq has approved the listing of the New Odysseus Holdings Shares, satisfying the conditions outlined in the Scheme Circular [4] Group 2: Shareholder Information - Shareholders of CoinShares will receive 1.8237 New Odysseus Holdings Shares for each CoinShares Share held, except for PIPE Shares, which will receive 1 New Odysseus Holdings Share [6] - A total of 1,139,537 CoinShares Shares held in treasury have been cancelled as part of the transaction [13] Group 3: Listing and Trading - Nasdaq Stockholm will proceed with the delisting of CoinShares Shares following the effectiveness of the Scheme of Arrangement [8] - Trading of the New Odysseus Holdings Shares on Nasdaq is expected to commence on or around 1 April 2026 [9] Group 4: PIPE Investment - An institutional investor has agreed to subscribe for 5,000,000 CoinShares Shares for a total purchase price of $50 million, with additional shares issued as a commitment fee [10] - The PIPE Investor held 102,020 Class A ordinary shares of Vine Hill, allowing for a reduction in the number of PIPE Investment Shares purchased [11] Group 5: Company Name Change - Odysseus Holdings has been re-registered as a public limited company and renamed CoinShares PLC, effective as of 31 March 2026 [12]
Scheme of Arrangement becomes Effective and takeover offer declared unconditional