Norma Sephuma, Chairperson and Independent Non-Executive Director Norma has held various roles within the Bank of Botswana. She has been the acting head of Privatisation and Restructuring at the Public Enterprises Evaluation and Privatisation Agency (PEEPA). Other roles included PPP Officer, SADC Network with SADC Development Finance Resource Centre, and as Regional PPP Consultant, African Development Bank. Her qualifications include a BA in Economics and Statistics and an MBA specialising in financial management. Warren Wheatley, Chief Executive Officer and Executive Director Warren Wheatley is the Founder and Chief Executive Officer of Africa Bitcoin Corporation. He is a Chartered Accountant (South Africa) and Certified Financial Planner with more than 20 years of experience in asset management, private equity, banking and institutional capital markets, and holds postgraduate diplomas in Corporate Finance, Financial Planning Law and Auditing. He was previously co-founder and Chief Investment Officer of Lebashe Investment Group and served as an investment banker at ABSA Capital, having held earlier roles at Alexander Forbes. Warren has also served as a Trustee and Chairman of the Investment Committee of the Telkom Retirement Fund since 2013 and holds directorships at WGW Capital Proprietary Limited and Likamva Resources (Pty) Ltd. In 2021, Warren co-founded the Altvest group to address the funding gap facing small and medium enterprises in South Africa. In 2025, the group was renamed Africa Bitcoin Corporation Ltd, becoming the first African-listed company to adopt Bitcoin as a core treasury asset while continuing to operate its private credit business through the Altvest Credit Opportunities Fund, of which Warren chairs the Investment Committee. The Company continues to advance inclusive capital solutions for South African SMEs, reflecting his conviction that financial innovation should drive broader economic participation across the continent. Stafford Masie, Executive Director of Bitcoin Strategy Stafford Masie has more than 30 years of experience across the information technology, telecommunications, payments and digital infrastructure industries. He has held senior roles at Telkom, Dimension Data, Novell, WeWork and Google. As Google’s first Country Manager in South Africa, Stafford was instrumental in establishing the company’s local presence, contributing to the localisation of Google Search and the domestic launches of Google Maps, Street View and YouTube. He also played a role in several of South Africa’s major terrestrial and submarine fibre projects, later assisting the SEACOM cable team and helping drive early cloud computing adoption in South Africa. Stafford founded thumbzup, a global payments technology company that attracted investment from Entrée Capital and Visa Inc. He has since co-founded and exited several technology ventures, including SnapTutor and SauronAI Holdings, focused on educational technology and artificial intelligence respectively. He is currently co-founder and Chief Executive Officer of BitMach (Pty) Ltd, an emerging digital infrastructure, energy and artificial intelligence company. He has served as an independent non-executive director on the boards of ADvTECH, Discovery Bank, Discovery Bank Holdings and the Council for Scientific and Industrial Research, and as Chairman of the Wits University Telkom Innovation Lab, where he remains a non-executive board member. Previously Chairman of Africa Bitcoin Corporation, Stafford now serves on the board as Executive Director of Bitcoin Strategy. He is also a guest lecturer on executive MBA programmes at the Gordon Institute of Business Science, Wits Business School and Henley Business School. Stafford is widely regarded as a prominent Bitcoin maximalist and adviser to South African regulatory and industry bodies involved in the evolving digital-assets landscape. Jonathan Phillips, Executive Financial Director Jonathan is a Chartered Accountant (South Africa) with experience in audit, financial reporting, and corporate finance. He was appointed as Chief Financial Officer of Africa Bitcoin Corporation in March 2025 and subsequently as Executive Financial Director in August 2025. Prior to joining the Company, Jonathan was an audit supervisor and manager at Zeelie Auditors, where he was responsible for the audit of the Company since inception. He also gained experience as an audit manager at Ernst & Young, where he managed audits across a range of industries. Jonathan holds a B.Com in Accounting and a Postgraduate Diploma in Accounting. His strong technical foundation, coupled with direct knowledge of the Company’s operations from its early stages, positions him to play a key role in strengthening ABC’s financial management, governance, and reporting disciplines. Robin Coode, Independent Non-Executive Director Robin is a Chartered Accountant (South Africa) with over three decades of senior finance, investment, and retirement fund governance experience, accumulated throughout his career at Telkom SA Limited, a company dual-listed on the JSE, and until 2009, the New York Stock Exchange. He held a succession of senior roles at Telkom including Group Treasurer, Financial Controller, and Chief Investment Officer. Robin also chaired the Telkom Retirement Fund Investment Committee for eight years and served as Chairperson and Deputy Chairperson of the Telkom Retirement Fund and Pension Fund. Robin was appointed as a Director of Batseta (Council of Retirement Funds of South Africa) in 2024, where he serves on the Audit and Finance sub-committee. He holds a CA(SA) designation, an Honours Degree in Accounting Sciences from the University of South Africa, and a BCom in Accounting Sciences from the University of Pretoria. Gigi Alcock, Independent Non-Executive Director Gigi founded Minanawe Marketing in 1999, targeting the township and informal mass markets. He later founded Kasinomics, an advisory service for informal and kasi consumer and business sectors. Gigi has served as Programme Director of the Rural Transformation Association, Project Manager for the Association for Rural Advancement, Group Africa Marketing Operations Manager & Director, Chief Executive Officer and Creative Director for Minanawe Marketing and Creative Director and MD for Ingwe Communications. Snowy Malakale, Independent Non-Executive Director Snowy is the Executive Head of Strategy at Sanlam Private Wealth with over 23 years’ experience in financial services, specialising in strategy development, investments, business development and product development. She was previously Chief Executive Officer of Vunani Fund Managers, where her growth strategy resulted in the firm’s assets under management doubling, and has held senior positions at Absa Wealth and Investment Management, Royal investment Managers, STANLIB and Alexander Forbes Financial Services. As a representative of the G20 Empower and a member of the SAVCA Transformation Sub-Committee, she is an advocate for women’s economic representation and inclusion. Her qualifications include a Bachelor of Economic Science (Wits) with a focus on Mathematics and Econometrics, a B.Com Honours in International Trade & Finance, a Postgraduate Diploma in Financial Planning (UFS), and an MBA (Wits). |
The ordinary shares are eligible for CREST settlement. Shares of non-UK companies cannot be held and transferred directly into the CREST system. CREST is a paperless settlement system allowing securities to be transferred from one person’s CREST account to another without the need to use share certificates or written instruments of transfer. Shareholders who wish to hold and transfer ordinary shares in uncertificated form may do so pursuant to a Depositary Interest arrangement to be established by the Company. Depositary Interests facilitate the trading and settlement of shares in non-UK companies into CREST. The ordinary shares will not themselves be admitted to CREST. Instead the Depositary will issue Depositary Interests in respect of the ordinary shares. The Depositary Interests will be independent securities constituted under English law that may be held and transferred through the CREST system. Depositary Interests will have the same security code (ISIN) as the underlying ordinary shares. The Depositary Interests will be created and issued pursuant to a deed poll to be entered into by the Depositary, which will govern the relationship between the Depositary and the holders of the Depositary Interests. Ordinary shares represented by Depositary Interests will be held on bare trust for the holders of the Depositary Interests. Each Depositary Interest will be treated as one ordinary share for the purposes of determining eligibility for dividends, issues of bonus stock and voting entitlements. In respect of dividends, the Company will put the Depositary in funds for the payment and the Depositary will transfer the money to the holders of the Depositary Interests. In respect of any bonus stock, the Company will allot any bonus stock to the Depositary who will issue such bonus stock to the holder of the Depositary Interest (or as such holder may have directed) in registered form. In respect of voting, MUFG will cast votes in respect of the ordinary shares as directed by the holders of the Depositary Interests which the relevant ordinary shares represent. Application has been made for the Depositary Interests in respect of the underlying ordinary shares to be admitted to CREST with effect from Admission. Further information regarding the depositary arrangement and the holding of ordinary shares in the form of DIs is available from the Depositary, MUFG Corporate Markets. The Depositary may be contacted at Central Square, 29 Wellington Street, Leeds, LS1 4DL. |
ABC being a South African incorporated company is governed, amongst other things, by the provisions of the Companies Act, No. 71 of 2008 (as amended) (“SA Companies Act”) and the regulations to the Companies Act, being the Companies Regulations, 2011 (“Regulations”), and in particular, as ABC is also a “regulated company” as contemplated in the SA Companies Act, the provisions referred to as the Takeover Regulations (as contemplated in Chapter 5 of the SA Companies Act) similarly apply to ABC to the extent an “affected transaction” or offer is proposed / contemplated. The Takeover Regulation Panel of South Africa (“TRP”) has been designated to regulate “affected transactions” and offers by regulated companies. An “affected transaction” contemplates: - the disposal of all or the greater part of the assets or undertaking of a regulated company in terms of section 112 of the SA Companies Act;
- an amalgamation or merger in terms of section 113 of the SA Companies Act;
- a scheme of arrangement between a regulated company and its shareholders in terms of section 114 of the SA Companies Act;
- the acquisition of, or announced intention to acquire, a beneficial interest in any voting securities of a regulated company in terms of section 122 of the SA Companies Act;
- an announced intention to acquire a beneficial interest in the remaining voting securities of a regulated company not already held by a person or persons acting in concert (“General Offer”) (i.e. in which a person (or persons acting in concert) voluntarily make an offer for 100% of the voting securities);
- a mandatory offer in terms of section 123 of the SA Companies Act (“Mandatory Offer”) (i.e. in which a person (or persons acting in concert) is required to make an offer for the acquisition of remaining voting securities in issue, if, as a result of an acquisition of securities, the person (alone or in concert with others) crosses a threshold of 35% of the voting securities); or
- a compulsory acquisition in terms of section 124 of the SA Companies Act (i.e. in which a shareholder, pursuant to the implementation of a General Offer or a Mandatory Offer, acquires 90% of the voting securities and can thereafter “squeeze out” the remaining holders of voting securities).
If a person (or persons acting in concert), has acquired securities in a regulated company within the six-month period before the commencement of an offer period, then the minimum offer price must be (i) identical to, or where appropriate, similar to the highest consideration paid by the person (or persons acting in concert) for those acquisitions and (ii) accompanied by a cash consideration, at not less than the highest cash consideration paid if the shares that carry 5% or more of the voting rights were acquired for cash. If the person (or persons acting in concert) considers that the highest consideration for historic acquisitions ought not to apply in a particular case, it may consult the TRP for approval to adjust the offer consideration. Further, for six months after the later of the (i) closing date of an offer; or (ii) date on which the offer became unconditional, a person or its concert parties may not make a second offer to shareholders of the target on more favourable terms than those made under the original offer. The above is only a summary of certain aspects of the Takeover Regulations and is not complete. Consideration of the full provisions contained in the SA Companies Act and the Regulations is necessary to obtain a thorough understanding of the Takeover Regulations. |
