Representation of Coinshares International Limited (Royal Court : Costs (Civil) : Temple : Companies) [2026] JRC 079 (18 March 2026)

judgment the deputy bailiff: 1. On 17 February 2026, the Court gave directions for the convening of a meeting of the holders of the ordinary shares in CoinShares International Limited (" CoinShares ", or the "Company") pursuant to Article 125(1) of the Companies (Jersey) Law 1991 (the "Companies Law") for the purposes of considering and, if thought fit, approving (with or without modification) a scheme of arrangement amongst CoinShares and its shareholders (the "Scheme"). These are the Court's reasons.

2. CoinShares is a leading European asset manager specialising in digital assets, including cryptocurrencies and crypto exchange traded products. The ordinary shares of CoinShares are currently listed on Nasdaq Stockholm. The purpose of the proposed transaction is to shift the primary listing of the new holding company of CoinShares from Nasdaq Stockholm to the Nasdaq Stock Market in the United States or any other public stock market or exchange as agreed between CoinShares and Vine Hill Capital Investment Corporation ("Vine Hill"). This is intended to enable CoinShares to expand its access to capital and to a deeper pool of institutional investors. Vine Hill has a management team with a proven de-SPAC (where a private company combines with a Special Purpose Acquisition Company) execution track record which would allow the new holding company of CoinShares to achieve the objective of expansion into the US market.

3. Under the proposed Scheme, CoinShares ' ordinary shares (the "Scheme Shares") will be acquired by Odysseus (Cayman) Limited ("Odysseus Cayman"). Vine Hill's shareholders will have the opportunity to either redeem their shares or exchange their shares for shares in a newly formed Jersey incorporated company named Odysseus Holdings Limited ("Odysseus Holdings") which is intended to be the proposed new holding company of CoinShares . It is further intended that the shares in Odysseus Holdings will be publicly traded and listed on the Nasdaq Stock Market in the United States or any other public stock market or exchange as agreed between CoinShares and Vine Hill, and that the existing admission of CoinShares shares to trading on Nasdaq Stockholm will be delisted.

4. The Scheme envisages that each CoinShares scheme shareholder will receive shares in Odysseus Holdings for their shares in CoinShares based on an equity exchange ratio set out in the Scheme circular (the "Equity Exchange Ratio"). The Equity Exchange Ratio will be calculated immediately prior to the time that the Scheme shares are transferred to Odysseus Cayman and/or its nominee(s) in accordance with the Scheme. As at close of business on 9 February 2026 the last practicable date before the affidavit in support of the Representation was sworn by Mr Jean-Marie Mognetti (a director and the Chief Executive Officer of CoinShares ) on 10 February 2026, there were 66,678,210 CoinShares shares in issue and a further 1,139,537 CoinShares shares which were held in treasury. The proposed transaction will value CoinShares at a total of approximately US$1.2 billion.

5. It is further intended that there will be additional investment in the CoinShares business pursuant to a subscription agreement dated 8 September 2025 between CoinShares , Odysseus Holdings and the Alyeska Master Fund (known as the "PIPE Investor"). The PIPE Investor will subscribe for and purchase (immediately prior to the Scheme becoming effective) five million CoinShares shares at US$10 per share for a total purchase price of US$50 million. In consideration for its investment, the PIPE Investor is intended to be allocated an additional 1,666,667 CoinShares shares, meaning that a total of 6,666,667 CoinShares shares would be issued to the PIPE Investor. Importantly however, for the purposes of this directions hearing, the CoinShares shares intended to be issued to the PIPE Investor will not be subject to the Scheme in that they will not be issued and allotted before the intended Court Meeting of CoinShares ' shareholders. Legal principles 6. The legal principles applying to schemes of arrangement under Articles 125 and 126 of the Companies Law are well-established and were summarised by J A Clyde-Smith, Commissioner, in the case of In the Matter of the Representation of FRM Holdings Limited [2012] JRC 120 . On a directions hearing such as this, the Court is concerned only with whether a meeting of scheme shareholders (or creditors if necessary) should be called and not

with the terms of the proposed scheme itself. The Court is also concerned whether or not to summon separate class meetings and, if so, who should be summoned to each meeting. Paragraphs 17 to 23 of the Court's judgment in FRM set out the principles for the Court's approach to identifying whether there is a need for meetings of different classes of shareholder (or creditor). For the purposes of this judgment, there is no need to repeat those principles, but, in summary, the overall approach is that for different class meetings to be summoned, there must be significant differences in the rights of members of the company which determine that they constitute separate classes of shareholder, making it impossible for them to consult together with a view to their common interest.

7. Applying the principles from FRM, the Representor submitted that it proposed to treat the ordinary shareholders of CoinShares as a single class for the purposes of the Scheme on the basis that the rights of all holders of Scheme shares were sufficiently similar that they could consult together in a single Court Meeting.

8. Advocate Woolrich for the Representor properly drew the Court's attention to three possible aspects of the Scheme in relation to class composition. These concerned, firstly, the interests of certain of the CoinShares directors in relation to the proposed transaction; secondly, the relevance of the CoinShares share plan; and, thirdly, the fact that irrevocable undertakings to vote in favour of the proposed transaction had been received from the majority of the fifteen shareholders currently included on the register of members of the Company. Interests of the directors 9. In accordance with the requirements of Article 1 26(2) and (3) of the Companies Law, the circular intended to be sent to shareholders in CoinShares concerning the Scheme included a statement explaining the effect of the proposed Scheme, any material interests of the directors of CoinShares and the effect of those interests on the proposed arrangement. The circular also set out a table of each of the director's interests in the shares of CoinShares , including shares held by relatives or related trusts. The shares in which the directors are interested are the same ordinary shares in the capital of the Company as the shares held by other non-director shareholders and will be exchanged in the same way for shares in Odysseus Holdings in accordance with the same Equity Exchange Ratio. The interests

of the CoinShares directors therefore do not differ from the effect of the Scheme on the interests of other Scheme shareholders, save that Daniel Masters (the non-executive Chairman) and Jean-Marie Mognetti (the Chief Executive Officer) will be subject to the terms of a Lock-Up Agreement pursuant to which they will be restricted from transferring any of their new Odysseus Holdings shares for a period of time after the effective date of the Scheme. However, this is not sufficient to warrant a different class meeting in relation to the proposed Scheme. Share plan 10. CoinShares operates a share plan which allows options and awards to be granted to those qualifying to participate in the share plan. As regards options in relation to shares that had already vested under the CoinShares share plan, it is proposed that on the effective date of the Scheme any vested options will automatically be cancelled and converted into a right to receive an amount in cash equal to the product of the excess, if any, of the equity value per share above the exercise price per share of such vested option, and the number of CoinShares shares underlying each such vested CoinShares option.

11. As regards unvested options, these would automatically be assumed by Odysseus Holdings and each unvested option is intended to be converted into an option to purchase Odysseus Holdings shares and would continue to be subject to the same terms and conditions as were applicable to unvested existing CoinShares options immediately before the effective date of the Scheme. The Court therefore considered that the terms of the options under the CoinShares share plan did not amount to a significant difference such that it would be necessary to call a different class meeting in respect of such options in shares. Shares subject to irrevocable undertakings 12. CoinShares had received irrevocable undertakings to vote in favour of the Scheme at the intended Court Meeting, and also in favour of the proposed special resolution of the Company at its general meeting which is to be held immediately after the Court Meeting. Such undertakings had been received from shareholders controlling in aggregate 53,296,744 CoinShares shares representing just over 80% of issued CoinShares shares in the Company. These comprised irrevocable undertakings from all of the CoinShares directors which totalled 23,778,129 CoinShares shares representing approximately just over 36% of the issued ordinary shares. Irrevocable undertakings had also been received from non-director CoinShares shareholders amounting to 29,518,615 CoinShares shares representing over 44% of the issued ordinary share capital. There was therefore strong support for the proposed Scheme amongst both director and non-director shareholders in the Company.

13. The question of whether the receipt of irrevocable undertakings in favour of a proposed Scheme under Article 125(1) of the Companies Law meant that a separate class meeting of such shareholders needed to be convened was considered in the case of In the Matter of the Representation of Cazenove Capital Holdings Limited [2013] JRC 127 at paragraphs 10 to 14. In that case, the Court agreed that the existence of irrevocable undertakings did not result in the creation of a separate class of holders of ordinary shares for the purposes of the court meeting. This was because the rights of each shareholder who had given an irrevocable undertaking will not receive any benefit or any other form of consideration for giving those undertakings other than the price per share which will be paid under the proposed scheme in that case. In this case, the same approach applies in that the holders of Scheme shares will receive the same shares in Odysseus Holdings calculated in the same way in accordance with the proposed Equity Exchange Ratio. The Court therefore agreed that it was not necessary to call a separate Court Meeting in respect of shareholders who had given irrevocable undertakings to vote in favour of the proposed Scheme. Conclusion 14. The Court concluded that it was necessary to convene only one single Court Meeting which was intended to take place at the Representor's office in

Jersey on 19 March 2026, with provision for shareholders to attend by means of a virtual platform. The Court was shown a near final version of the proposed circular to be sent to shareholders outlining the terms of the Scheme, including the proposed forms of proxy which the Court approved. The Court agreed that it was not necessary to advertise the Scheme in the Jersey Gazette. There had already been considerable engagement with the Company's shareholders and publicity about the Scheme through the Regulatory News Service (RNS). The Court concluded that there was no reason why the proposed Scheme should not be put to shareholders for them to assess and vote on. Finally, the Court was taken through a draft order setting out arrangements for the Court Meeting to be held and various associated matters, all of which the Court agreed. Authorities Companies (Jersey) Law 1991. Representation of FRM Holdings Limited [2012] JRC 120 . Representation of Cazenove Capital Holdings Limited [2013] JRC 127 . Page Last Updated: 13 Apr 2026 BAILII: Copyright Policy | Disclaimers | Privacy Policy | Feedback | Donate to BAILII