Wrap Text
Opening of equity raise
ALTVEST CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2021/540736/06)
LEI Number: 37898OOE85B7YW5EEW57
Ordinary Share Code: ALV ISIN: ZAE000337051
Preferred A Ordinary Share Code: ALVA ISIN: ZAE000338422
Preferred B Ordinary Share Code: ALVB ISIN: ZAE000338430
Preferred C Ordinary Share Code: ALVC ISIN: ZAE000338448
("Altvest" or "the Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH IT IS UNLAWFUL TO DO SO. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.
OPENING OF EQUITY RAISE
INTRODUCTION
Shareholders and investors are referred to the announcement released on SENS on 2 September 2025
wherein Altvest announced the formal adoption of its Bitcoin Treasury Strategy in terms of which the
Company will accumulate and hold Bitcoin ("BTC") to preserve value, hedge against inflation and
increase long-term shareholder exposure to BTC's potential upside.
Altvest is pleased to announce the launch of an equity capital raise through the allotment and issue of
up to 1 000 000 Altvest ordinary shares, at R11.00 per ordinary share issued (the "Equity Raise").
The Equity Raise will be offered to South African investors only (as set out in greater detail in the
disclaimers below) and will be implemented by way of an offer which opens with immediate effect and
which may close at any time. Altvest reserves the right to increase the size of the Equity Raise, subject
to demand.
The shares to be issued pursuant to the Equity Raise (the "Equity Raise Shares") will be issued by
Altvest under and in accordance with its existing general authority to issue shares for cash, granted by
Altvest ordinary shareholders at the annual general meeting of the Company held on 11 July 2025.
THE EQUITY RAISE
The Equity Raise will be offered to South African investors only (as set out in greater detail in the
disclaimers below) and will not be offered in any jurisdiction in which the Equity Raise would give rise
to an obligation to file or register any offering or related documentation with any securities regulatory
authority.
The Equity Raise Shares, when issued, will be credited as fully paid and will rank pari passu in all
respects with the existing ordinary shares of the Company. Allocations will be announced as soon as is
reasonably practicable following the closing of the Equity Raise.
The Equity Raise, which is now open, may be closed at any time.
HOW TO PARTICIPATE
Investors wishing to participate in the Equity Raise may do so through the following channels:
1. Via a JSE-accredited broker
o Investors may instruct their own licensed JSE broker to submit an application for Equity
Raise Shares on their behalf;
2. Directly via Altvest
o Investors may email their subscription request to info@altvestcapital.co.za.
o The Altvest team will provide guidance on completing the process.
3. Online via Altvest Subscription Portal
o A dedicated subscription link will be available here:
https://altvestcapital.co.za/investment-opportunities/africa-bitcoin-corporation/ and
can be accessed through the Invest Now button.
o Investors can complete and submit their applications directly online through the portal.
All related materials are available in the ABC Investor Centre and can be found here:
https://altvestcapital.co.za/investment-opportunities/africa-bitcoin-corporation/Centre.
Participation in the Equity Raise will be by invitation from the Company, which will provide invitees with
the terms and conditions of participation.
Johannesburg
8 September 2025
Designated Advisor
Questco Corporate Advisory
This announcement is for information purposes only and is not intended to and does not constitute, or
form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any
solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent legal or financial adviser.
The Equity Raise Shares have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in
the United States of America, absent registration or pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in compliance with applicable
state and other securities laws. The Equity Raise will be made only to qualifying institutional investors,
outside the United States in reliance on Regulation S of the Securities Act. The Equity Raise will only
be made to investors to whom the Equity Raise may be lawfully made without having to file or register
any securities or any offering or related documentation with any securities regulatory authority in any
relevant jurisdiction.
The distribution of this announcement and the offering for subscription of the Equity Raise Shares in
certain jurisdictions may be restricted by law. No action has been taken by the Company or the
Bookrunners or any of their respective affiliates that would permit an offering of such securities or
possession or distribution of this announcement or any other offering or publicity material relating to
such Equity Raise Shares in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and the Bookrunners to
inform themselves about, and to observe, such restrictions.
This announcement is restricted and is not for publication or distribution or release, directly or indirectly,
in or into the United States including its territories and possessions, any State of the United States and
the District of Columbia, Australia, Canada, Japan or any other jurisdiction in which such release,
publication or distribution would be unlawful. The 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 is for information purposes only and shall not constitute or form part of an offer or
solicitation of an offer to purchase or subscribe for securities in the United States or any other jurisdiction
it would be unlawful to do so. To the fullest extent permitted by applicable law, the Company and the
Sole Bookrunner disclaim any responsibility or liability for the violation of such requirements by any
person. The Equity Raise is not to be regarded as an offer or invitation to any person in any jurisdiction
to the extent that any applicable legal requirement in such jurisdiction has not been complied with or it
is for any reason illegal or unlawful to make such an offer or invitation in such jurisdiction.
The Equity Raise Shares will not be offered to the public in any jurisdiction outside South Africa, nor will
they be offered in any jurisdiction which would require the preparation or registration of any offering
document relating to the Equity Raise or the Equity Raise Shares in such jurisdiction. The offer and sale
of the Equity Raise Shares has not been, and will not be, registered under the applicable securities laws
of Australia, Canada or Japan. Subject to certain exceptions, the Equity Raise Shares referred to herein
may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any
national, resident or citizen of Australia, Canada or Japan. There will not be any offer of Equity Raise
Shares in the United States, Canada, Australia and Japan.
THE EQUITY RAISE SHARES ACQUIRED BY PERSONS OUTSIDE THE UNITED STATES MAY NOT
BE OFFERED, SOLD, RESOLD, DELIVERED OR OTHERWISE DISTRIBUTED IN OR INTO THE
UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED BY REGULATION S UNDER THE
SECURITIES ACT) UNTIL A MINIMUM OF 40 DAYS AFTER THE SETTLEMENT OF THE EQUITY
RAISE AND BY ACQUIRING EQUITY RAISE SHARES IN THE EQUITY RAISE FROM OUTSIDE THE
UNITED STATES, YOU WILL BE DEEMED TO AGREE TO THE FOREGOING RESTRICTIONS.
This announcement does not, nor is it intended to constitute a "registered prospectus" as contemplated
in the South African Companies Act.
This announcement does not, nor does it intend to, constitute any offering document relating to the
Equity Raise. Information made available in this announcement should not be considered as "advice"
as defined in the South African Financial Advisory and Intermediary Services Act, 2002, and nothing in
the document should be construed as constituting the canvassing for, or marketing or advertising of,
financial services in South Africa.
No offering document or prospectus will be made available in connection with the matters contained or
referred to in this announcement and no such offering document or prospectus is required to be
published, in accordance with Regulation (EU) 2017/1129 (the "Prospectus Regulation") or Regulation
(EU) 2017/1129, as amended and retained in UK law on 31 December 2020 by the European Union
(Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21
of the Financial Services and Markets Act 200 ("FSMA") by, a person authorised under FSMA. This
announcement is being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not require approval of the communication by an
authorised person. This announcement has been issued by, and is the sole responsibility of, the
Company.
As regards the European Economic Area (the "EEA") and the United Kingdome, this announcement is
for information purposes only and is directed only at persons whose ordinary activities involve them in
acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of
their business and who have professional experience in matters relating to investments and are: (a) if
in a member state of the European Economic Area (the "EEA"), qualified investors within the meaning
of article 2(e) of the EU Prospectus Regulation ("qualified investors"); or (b) if in the United Kingdom,
qualified investors within the meaning of article 2(e) of the UK Prospectus Regulation who are (i)
persons who fall within the definition of "investment professional" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "order"), or (ii)
persons who fall within article 49(2)(a) to (d) of the order, or (c) persons to whom it may otherwise be
lawfully communicated ("UK Relevant Persons").
Any investment or investment activity to which this announcement relates is available only in member
states of the EEA to qualified investors and in the United Kingdom to UK Relevant Persons and will be
engaged in only with qualified investors in member states of the EEA and UK Relevant Persons in the
United Kingdom. This announcement must not be acted on or relied on by persons in a member state
of the EEA who are not qualified investors or by persons in the United Kingdom who are not UK Relevant
Persons.
This announcement has been issued by and is the sole responsibility of the Company. No
representation or warranty, express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by the Bookrunners or by any of their respective directors,
officers, employees, advisers, affiliates or agents as to, or in relation to, the accuracy, completeness or
sufficiency of this announcement or any other written or oral information made available to or publicly
available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Nothing contained in this announcement is, or shall be relied upon as, a promise or representation in
this respect, whether as to the past or the future. Neither the Company nor any of its directors, officers,
employees, advisers, affiliates or agents accepts any responsibility for its accuracy, completeness or
verification and, accordingly, the Company and its directors, officers, employees, advisers, affiliates or
agents disclaim, to the fullest extent permitted by applicable law, any and all liability which they might
otherwise be found to have in respect of this announcement or any such statement.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the Equity Raise Shares. No representation or warranty is made by
the Company or the Bookrunners in connection with the Equity Raise nor the Equity Raise Shares, and
any investment decision to buy Equity Raise Shares in terms of the Equity Raise must be made solely
on the basis of publicly available information which has not been independently verified by the
Company.
The directors, officers, employees, advisers, affiliates or agents of the Company are acting for the
Company, and no one else, in connection with the Equity Raise and will not be responsible to anyone
other than the Company for providing the protections offered to its clients, nor for providing advice in
relation to the Equity Raise.
Persons who are invited to and who choose to participate in the Equity Raise by making an offer to take
up Equity Raise Shares, will be deemed to have read and understood this announcement in its entirety
and to be making such offer on the terms and conditions, and to be providing the representations,
warranties, acknowledgements and undertakings, contained herein. Each such person represents,
warrants and acknowledges and undertakes that it is a person eligible to subscribe for the Equity Raise
Shares in compliance with the restrictions set forth herein and the applicable laws and regulations in its
home jurisdiction and in the jurisdiction (if different) in which it is physically resident.
The information in this announcement is subject to change without notice and the Company except as
required by applicable law, does not assume any responsibility or obligation to update publicly or review
any of the forward-looking statements contained herein. The JSE currently does not have a regulatory
framework for regulation of investments in crypto assets by issuers. The Company undertakes to adhere
to such regulatory framework once it has been established by the JSE.
Date: 08-09-2025 09:01:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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