Stack BTC agrees to pay up to £12m for a gold dealer owned by its own strategy chief

Of the £12 million headline, £3 million is cash at completion, drawn from Stack BTC's existing reserves ^[6], which is a quarter of the total ^[1]. Another £4 million comes as new Stack BTC shares locked up for four years ^[7]. The filing sets a floor of 6p on the issue price ^[10], so that tranche is at most about 66.7 million shares ^[3]. The remaining £5 million, roughly 42% of the price ^[2], is contingent: about £1 million at the end of January and £4 million spread across years three to five, each tested against annual EBITDA of at least £2.5 million ^[8][9]. The disclosure gives Direct Bullion's audited revenue and post-tax profit and does not state an EBITDA figure ^[23].

Last year's £2.15 million of post-tax profit on £52.1 million of revenue is a net margin of 4.1% ^[5][4]. Against that, £12 million is about 5.6 times earnings, and the £7 million that is not contingent is about 3.3 times ^[5][6]. Now the buyer. The Guardian reported in March that Farage paid £215,000 for about 6.3% through Thorn In The Side Ltd ^[16], which values the whole vehicle at roughly £3.4 million ^[7]. The headline price is about three and a half times that ^[8]. BusinessCloud reported the shares have lost half their value over the past six months ^[18].

Paul Withers is a Stack BTC director, substantial shareholder and chief strategy officer, and the sole director and shareholder of the company selling Direct Bullion ^[3]. Aquis designates the transaction a related-party deal under Rule 4.6 ^[4]. Farage's economics sit on both sides too. BusinessCloud reported that Direct Bullion paid him roughly £270,000 for a 12-hour promotional engagement charged at £22,500 an hour ^[14], on top of earlier declared payments of £91,200 and £135,000 ^[15]. The three sums come to £496,200, about 23% of the post-tax profit Stack BTC is buying ^[9].

David Galan, Brendan Kearns and Melisa Lawton, the three directors deemed independent of the deal, agreed the announcement carries enough detail for investors to judge the enlarged group's prospects ^[13]. Completion cancels the current listing and depends on re-admission to the Access Segment plus AQSE approval, due diligence and definitive documentation ^[11], and the filing states there is no certainty the deal completes ^[12]. The vehicle is the renamed successor to Kasei Investment Holdings, floated by Jai Patel in 2021 and later put into voluntary liquidation, with Patel removed from the board in April and replaced by Galan ^[19]. Kwasi Kwarteng is executive chair and Farage was an early backer ^[20]. The BBC reported in April that the Liberal Democrats asked the Financial Conduct Authority to examine Farage's promotion of a separate £2 million Bitcoin purchase ^[21].

The structure has a defensible logic. A treasury vehicle funded by operating cash flow does not have to sell shares into a falling coin price, and Stack BTC said using the profits of acquired businesses will lift its Bitcoin per share ^[2]. The counter sits in the earn-out test, since EBITDA is measured before the cost of any Bitcoin buying ^[8], which pays the seller ahead of the strategy the seller designed ^[3]. Two numbers would settle the argument: Direct Bullion clearing £2.5 million of EBITDA at the January test, £350,000 above last year's post-tax profit on a more generous measure ^[10], and the deferred £5 million coming out of that cash flow instead of a placing near the 6p floor ^[10].