Expected Intention to Float Pref Share & GM Notice
THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA ("UNITED STATES" OR "U.S."), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA (EACH, A "RESTRICTED JURISDICTION") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW OR REGULATION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK" OR "UNITED KINGDOM")
PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310)
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
This Announcement is an advertisement for the purposes of paragraph 12.1.4 "Advertisements and other disclosure of information" of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the Financial Conduct Authority (the "FCA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into any Restricted Jurisdiction.
The contents of this Announcement shall not form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. If the Company proceeds with an initial public offering (the "Possible IPO") of a new class of preferred shares of nominal value £0.001 each in the capital of the Company (the "Preferred Shares"), investors should not subscribe for or purchase any Preferred Shares except solely on the basis of the information contained in a prospectus ("Prospectus") in its final form (together with any supplementary prospectus, if relevant), including the risk factors set out therein, that may be published by the Company in due course, subject to the approval of the FCA, in connection with the Possible IPO and the possible admission of such Preferred Shares to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA ("Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") (together, "Admission").
If approved by the FCA and published by the Company, a copy of the Prospectus will be made available for inspection on the Company's website at https://www.smarterwebcompany.co.uk, subject to certain access restrictions, and uploaded to the National Storage Mechanism maintained by the FCA ("NSM") and made available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
("The Smarter Web Company" or the "Company")
Announcement of expected intention to float "MORE" Preferred Shares on the Main Market of the London Stock Exchange and to publish a Prospectus in connection with a Possible IPO of Preferred Shares and associated notice of General Meeting The Smarter Web Company today announces that it is considering the Possible IPO of a new class of Preferred Shares (with the reserved ticker: "MORE"), and intends in due course to publish a Prospectus, subject to approval of the Prospectus by the FCA, and seek Admission of the Preferred Shares to listing on the non-equity shares and non-voting equity shares category of the Official List and to trading on the Main Market of the London Stock Exchange. The Company also announces that it has today posted a circular including a notice of general meeting of holders of ordinary shares of nominal value £0.001 each in the capital of the Company ("Ordinary Shares"; "Shareholders") to be held at 160 Aztec West, Almondsbury, Bristol BS32 4TU, United Kingdom on 28 September 2026 at 10.00 a.m. (the "General Meeting").
Overview of Possible IPO
It is expected that, following the Company submitting the Prospectus for approval to the FCA and subject to receipt of such approval, the Prospectus will be published, and a further announcement will be made by the Company at that time.
If issued, the Preferred Shares will have attached to them a right for the holder to receive a cumulative variable rate weekly preferential dividend, a liquidation preference, and a right for the Company to redeem the Preferred Shares, but no right to vote at a general meeting of Shareholders.
The directors of the Company (the "Directors") believe that the Company will have multiple potential sources from which the dividend obligations of any Preferred Shares, if issued, may be satisfied. These include:
recurring operating cash flows;
substantial cash reserves;
its Bitcoin treasury; and
ongoing access to public capital markets, including by using the net proceeds of issuances of new Ordinary Shares or Preferred Shares.
The Company intends to target gross proceeds of between £15 million and £25 million through the Possible IPO by way of:
an offer of Preferred Shares to institutional investors in the UK; and
an offer of Preferred Shares to retail investors who are resident and physically present in the UK only through a retail offering platform's partner network of retail brokers, wealth managers and investment platforms, subject to such partners' participation in the Possible IPO (the "Retail Offer").
Completion of the Possible IPO is expected to be subject to the satisfaction of certain conditions, including:
gross proceeds of at least £10 million being raised under the Possible IPO;
at Admission, at least three firms being registered with the London Stock Exchange as market makers in the Preferred Shares; and
at Admission, at least 50% of the Preferred Shares being held in public hands.
If any of these conditions are not satisfied, the Possible IPO will not proceed and Admission will not occur.
The Company also intends to put in place, from Admission, an At The Market facility ("ATM Facility"), pursuant to which Tennyson Capital Partners LLP would sell Preferred Shares via its broker. The ATM Facility, if implemented, would provide the Company with the flexibility to raise additional capital over time through the issuance of Preferred Shares, subject to market conditions. This proposed ATM Facility for the Preferred Shares is intended to be in addition to the At The Market facility already in place in respect of the Ordinary Shares.
Reasons for the Possible IPO
If the Company proceeds with the Possible IPO, the Company intends to utilise the proceeds from the issuance of Preferred Shares as a long-term source of capital.
The Directors believe that the Possible IPO would broaden the Company’s access to institutional and retail capital, provide a flexible, long-term source of funding alongside the ATM Facility, strengthen the Company’s balance sheet and financial flexibility, supporting further acquisitions of revenue-generating operational businesses, general working capital requirements, and fulfil the Company’s broader strategy of creating value alongside its Bitcoin treasury.
Further details of the Possible IPO
If the Company proceeds with the Possible IPO, further details, including the final terms of the Preferred Shares and the arrangements for participation in the Retail Offer, would be disclosed in a Confirmation of the Intention to Float announcement and/or a Prospectus, if and when published.
Information on the Company
The Company owns and operates digital services businesses focused on web design, development and digital marketing. The Company serves more than 500 clients across a diverse range of sectors and generates a substantial proportion of its revenue through long- term client relationships and retained service arrangements.
The Company's strategy combines the operation and acquisition of cash-generative businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.
The primary objectives of the Bitcoin Treasury Policy are to support the Company’s overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.
As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.
The Ordinary Shares are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.
Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025 and available on the Company's website: https://www.smarterwebcompany.co.uk
Notice of General Meeting
The resolutions being put to the Shareholders at the General Meeting are to enable the creation of the Preferred Shares, to allow the Company to proceed with the Possible IPO, should the board of Directors (the "Board") consider it appropriate or desirable to do so. To enable the creation of the Preferred Shares, the Company is required to change its articles of association ("Articles") to include the rights attaching to the Preferred Shares. Prior to issuing any Preferred Shares, the Company will require authority from its Shareholders to allot the Preferred Shares. If Preferred Shares are issued and, in the future, the Company determines some or all of the Preferred Shares will be bought back in the market, the Company will also require authority from its Shareholders to effect a buy back.
Shareholders should note that, notwithstanding that the Company is seeking the approval of the resolutions at the General Meeting, there is no guarantee that Preferred Shares will be issued or that the Company will proceed with the Possible IPO or Admission.
The circular (containing further details of the proposals and including the notice of General Meeting) (the "Circular") and a form of proxy (the "Form of Proxy"), will be posted to Shareholders today and will be made available on the Company's website at: https://www.smarterwebcompany.co.uk/.
A copy of the Circular, together with the Form of Proxy and the new Articles proposed to be adopted at the General Meeting will be submitted to the NSM and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected timetable of principal events relating to the General Meeting Event Time and date
Publication of the Circular 11 September 2026
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 24 September 2026 General Meeting 10.00 a.m. on 28 September 2026
Announcement of the results of the General
Meeting 28 September 2026
Notes
Each of the times and dates set out above and mentioned elsewhere in this Announcement may be subject to change at the absolute discretion of the Company. If the expected dates and times change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service. All times referred to in this Announcement are, unless otherwise stated, references to the time in London, UK.
Andrew Webley, CEO, The Smarter Web Company, commented:
“Today’s announcement marks an important step for The Smarter Web Company. Subject to approval of the Prospectus by the FCA, launch, and all conditions to the Possible IPO being satisfied, we expect the proposed Preferred Shares to be the first of their kind in the UK: a pounds sterling-denominated, London Stock Exchange Main Market-listed perpetual preferred share issued by a UK-incorporated commercial company with a Bitcoin treasury strategy. We have been working towards the Possible IPO for some time, and I am very pleased that we are now able to share this exciting development with our Shareholders.
“The proposed Preferred Shares are designed to provide an additional source of long-term capital, broaden the range of investors able to invest in the Company and further diversify our capital structure. We believe that by providing a differentiated investment option alongside our Ordinary Shares, we can create a capital structure that gives us greater flexibility to pursue our long-term ambitions through different market conditions.
“This is a natural next step in our 10-Year Plan and supports our ambition to build a stronger, more adaptable business, combining the growth of our operating businesses with the continued development of our Bitcoin treasury strategy to create long-term value for our investors.”
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