31 May 2024 | SAINT HELIER, Jersey | CoinShares International Limited ("CoinShares" or the "Company") (Nasdaq Stockholm: CS; US OTCQX: CNSRF), Europe's leading alternative asset manager specialising in digital assets, is pleased to announce that all of the resolutions proposed at the Annual General Meeting ("AGM") of the Company, held today, 31 May 2024, were duly passed via poll.
The Company's Board of Directors wished to highlight the following:
Resolution 13 – Resolution regarding authorising the Board of Directors to decide on repurchase and transfer of own shares
The AGM resolved that the Board of Directors be authorised to decide on purchases of the company’s own shares in accordance with the following, main terms:
- Share repurchases may be made only for the purpose of completing block transactions.
- The authorisation may be exercised on one or more occasions before the 2025 Annual General Meeting.
- The maximum number of own shares that may be repurchased so that the company’s holding of shares at any given time does not exceed 10% of the total number of shares in the company.
- A block transaction is defined as a single transaction that exceeds the “normal market size” of transactions. For the purpose of determining whether a transaction is of “normal market size”, the thresholds for large in scale (LIS) transactions set out in MiFID II are applied.
- Payment for the shares shall be made in cash.
In addition, the AGM resolves to authorise the Board of Directors to decide on transfer of own shares, with or without deviation from the shareholders’ preferential rights, in accordance with the following, main terms:
- Transfers may be made on (i) Nasdaq Stockholm or (ii) outside of Nasdaq Stockholm in connection with the acquisition of companies, operations, or assets.
- The authorisation may be exercised on one or more occasions before the 2025 Annual General Meeting.
- The maximum number of shares that may be transferred corresponds to the number of shares held by the company at the point in time of the Board of Directors’ decision on transfer.
- Transfers of shares on Nasdaq Stockholm may only be made at a price of no more than 5% above the average trading price of the 5 business days prior to the transfer. For transfers outside of Nasdaq Stockholm, the price shall be set so that the transfer is made at market terms.
- Payment for transferred shares may be made in cash, through in-kind payment, or through set-off against claims with the company.
The purpose of the authorisations is to give the Board of Directors greater scope to act and the opportunity to adapt and improve the company’s capital structure and thereby create further shareholder value and take advantage of any attractive acquisition opportunities. The authorisation may also be used in order to enable delivery of shares in connection with employee stock option programs.
The Board of Directors shall have the right to decide on other terms for repurchases and transfers of own shares in accordance with its authorisation. The Board of Directors also has the right to authorise the Chairman of the Board, the Chief Executive Officer, or the person designated by the Board to make such minor adjustments that may be necessary in connection with the execution of the Board’s decision to repurchase or transfer shares.
51,939,239 shares and votes were registered for the AGM, representing 76.77% of the issued share capital as at 17 May 2024.
The number of shares in issue (and total voting rights) at close of business on 17 May 2024 was 67,655,461 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company are 67,655,461.
The full text of the resolutions passed at the AGM can be found in the Notice of the Annual General Meeting (included within the Annual Report) which is available on the Company’s website at
https://coinshares.com/governance.
About CoinShares
CoinShares is the European leading alternative asset manager specialising in digital assets, that delivers a broad range of financial services across investment management, trading and securities to a wide array of clients that includes corporations, financial institutions and individuals. Founded in 2013, the firm is headquartered in Jersey, with offices in France, Stockholm, the UK and the US. CoinShares is regulated in Jersey by the Jersey Financial Services Commission, in France by the Autorité des marchés financiers, and in the US by the Securities and Exchange Commission, National Futures Association and Financial Industry Regulatory Authority. CoinShares is publicly listed on the Nasdaq Stockholm under the ticker CS and the OTCQX under the ticker CNSRF.
For more information on CoinShares, please visit: https://coinshares.com
Company | +44 (0)1534 513 100 | enquiries@coinshares.com
Investor Relations | +44 (0)1534 513 100 | enquiries@coinshares.com
This information is information that CoinShares International Limited is obliged to make public pursuant to the EU Market Abuse Regulation (596/2014). The information in this press release has been published through the agency of the contact persons set out above, at 17:00 BST on Friday, 31 May 2024.
