Launch of BTC-Denominated Convertible Bond Programme and first XCE BTC Bond

Connecting Excellence Group PLC, the Bitcoin-powered international executive recruitment group, today announces the launch of its 2026 Bitcoin-denominated convertible bond programme (“XCE BTC Bond”) as a key post-IPO capital-raising tool. This innovative structure, which is the first of its kind to incorporate a BTC price differentiator has been designed by the XCE team, including Richard Byworth and Vijay Selvam.  The programme supports the Company’s mission to connect human capital to digital capital, driving operational growth in recruitment while compounding Bitcoin (“BTC”) per share for long-term shareholder value. 

The first XCE BTC Bond issued on 31 December 2025 (“Issue Date”) for 10 BTC, has been signed by a number of institutional investors, including strategic investor Adam Back, who will all have the right to participate in future tranches. Receipt of the 10 BTC is expected mid-January 2026 (“Settlement Date“). This follows the Company’s successful IPO on the Aquis Growth Market on 11 December 2025, and recent BTC treasury acquisitions. A further announcement will be made when the 10 BTC are received. 

Key Terms of the XCE BTC Bonds:

• Instrument: Zero-coupon (0% interest) convertible bonds denominated in BTC.
• Maturity: 12 months.
• Investor Conversion: Bondholders may convert at any time into ordinary shares at a conversion price, set at 130% of the closing share price (2.25 pence on the Issue Date, with BTC price at £65,104.26), adjusted proportionately for BTC price changes from Issue Date to conversion (BTC price differentiator, ensuring BTC-denominated protection*) (“Conversion Price”).
• Issuer Conversion (Soft Call): XCE may request compulsory conversion if the VWAP of shares exceeds 120% of the Conversion Price for 10 consecutive trading days.
• Refix (Issuer Option): If the share price falls below the Conversion Price, XCE may lower it, provided the resulting mNAV multiple exceeds 1.0 (ensuring BTC per share accretion for shareholders in BTC terms).
• Redemption at Maturity: Automatic redemption in BTC less fixed 2% lifecycle costs if not converted.
• Use of Proceeds: Entirely for the execution of the Company’s Bitcoin Treasury Strategy.

Summary of benefits: 

Shareholders: Existing shareholders benefit from accretive BTC capital raises at a 30% share price premium, the XCE BTC Bond design ensures that conversion only occurs when it increases BTC per share and as XCE share price outperforms BTC.

XCE BTC Bond investors:  BTC performance tracking with the option to convert into shares at a fixed effective rate or redeem their BTC, offering equity upside as XCE share price outperforms BTC, with a 2% downside, if redemption is made at maturity in BTC.

* BTC price differentiator, ensuring BTC-denominated protection illustrative example: 

Conversion price adjusts with BTC/GBP price variance, ensuring bondholders receive a fixed number of shares in BTC terms and can measure the Bonds performance in BTC terms.

Issue Date BTC price = £100,000; XCE share price = £1 (Conversion Price = £1.30).

For a 0.1 BTC bond (£10,000 equivalent):

If BTC rises 50% to £150,000 → adjusted Conversion Price = £1.95; convert for ~7,692 shares.

If BTC falls 50% to £50,000 → adjusted Conversion Price = £0.65; still convert for ~7,692 shares.

Scott Ellam, Chief Executive Officer of Connecting Excellence Plc, commented:

“The launch of the 2026 XCE BTC denominated convertible bond programme marks a milestone in our post-IPO strategy with the development of a scalable BTC instrument that benefits both our equity and bond investors. We believe this is the first convertible bond to have a conversion price BTC differentiator, which makes the Bonds attractive to investors who measure returns in BTC denomination. We plan to issue further tranches with aligned investors, positioning XCE as a leading Version 2.0 Bitcoin Treasury Company.”