Ogier in Luxembourg provides cross-service advice to The Blockchain Group on convertible bond issuance

Ogier in Luxembourg has played a pivotal role in advising The Blockchain Group, a French listed company specialised in blockchain technology and deeptech related services, on a pioneering private placement issuance of convertible bonds by its Luxembourg subsidiary, The Blockchain Group Luxembourg S.A.

This innovative financial transaction, totalling €48.6 million, includes tranches of bonds subscribed in both Euros and Bitcoins, which are primarily convertible into shares of The Blockchain Group or repayable in Bitcoins.

The bond issuance will accelerate The Blockchain Group's Bitcoin Treasury Company strategy, which is focused on increasing the number of Bitcoin per share and with this initial tranche, The Blockchain Group will hold over 600 bitcoins, positioning it among the top 30 publicly traded companies worldwide in terms of Bitcoin treasury.

Ogier's Corporate team, which was led by partner Bertrand Géradin assisted by counsel David Al Mari and associate Elise Berton, advised on the set-up of the Luxembourg structure, Markets in Crypto Asset (MiCA) Regulation, drafting, reviewing and negotiating convertible bonds documentation and coordination with an independent auditor on Bitcoin valuation.

The Regulatory team, led by Anne-Gaëlle Delabye assisted by managing associate Anne-Sophie Lliteras and associate Michèle Tigori, provided regulatory analysis on Alternative Investment Fund (AIF) qualification.

Hadrien Brémon of Ogier's Luxembourg Tax team advised on tax structuring and reviewing convertible bonds documentation.

Bertrand Géradin said: "This landmark transaction showcases our high-profile, precedent-setting work, demonstrating Ogier in Luxembourg's leadership in Web3 matters."

Anne-Gaëlle Delabye said: "We provided comprehensive and innovative corporate, tax, and regulatory advice on new and complex requests, ensuring the successful launch of this innovative European Bitcoin Treasury Company, further positioning Luxembourg at the forefront of Europe's crypto-assets evolution."

The Blockchain Group is advised by Couderc Dinh & Associés on tax and corporate law matters.