The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that it has today posted a circular including a notice of general meeting of the Company (the "General Meeting") to be held at 160 Aztec West, Almondsbury, Bristol, BS32 4TU on Wednesday 17 June 2026 at 10:00 a.m.
The General Meeting is being convened to obtain authority from shareholders for a proposed reduction by the Company of its share premium account by £210,000,000 (the "Capital Reduction").
While the Company does not currently have any intention to pay dividends to holders of ordinary shares, in line with its stated strategy, the Company may, in the future, undertake other corporate actions for which the Company will require distributable reserves. Such corporate actions could include the issuance of an alternative equity line which has attached to it a right to receive dividends, or buy-backs of the Company's share capital. Effecting the Capital Reduction now will give the Company sufficient flexibility to undertake such actions in the future, should the Board consider it appropriate or desirable to do so.
The Capital Reduction will create distributable reserves but does not, of itself, authorise any specific application of those reserves. Shareholders should note that: (i) further approvals would likely need to be sought from shareholders to effect any such corporate action which may involve the application of distributable reserves; and (ii) in seeking the approval of shareholders for the proposed Capital Reduction at the General Meeting, the directors of the Company (the "Directors"; collectively the "Board") are not indicating any commitment to undertake any future corporate action for which the Company will require distributable reserves, and there is no certainty that any corporate action that requires distributable reserves will be effected by the Company in the future.
The Capital Reduction will not involve any distribution or repayment of capital or share premium by the Company or affect the net assets of the Company. Nor will it affect the number of ordinary shares or other securities issued by the Company, including its convertible loan notes, warrants and options, or the terms and conditions that apply to the convertible loan notes, warrants and options issued by the Company.
Subject to both the passing of the special resolution at the General Meeting and the High Court of Justice in England and Wales (the "Court") approving the Capital Reduction, it is expected that the effective date of the Capital Reduction ("Effective Date") will be on or around Wednesday 15 July 2026.
The circular (containing further details of the proposals and including the notice of General Meeting) and a form of proxy (the "Form of Proxy"), has been posted to shareholders today and will be made available on the Company's website at: https://www.smarterwebcompany.co.uk/. 1955003345 The circular also contains details of a historic serious loss of capital within the Company. Under s656(1) of the Companies Act 2006 (as amended), the Directors are required to call a general meeting to consider whether any and, if so, what steps should be taken to deal with the serious loss of capital. Although the Directors propose to address this matter as part of the General Meeting, it does not relate to the Capital Reduction or the Company's current business and is a historic issue.