The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces its intention to make a discounted voluntary purchase offer for all holders of existing warrants granted in April 2025, exercisable between 24 April 2026 and 24 April 2028 (the “Pre-IPO Warrants”), to enable Pre-IPO Warrant holders to realise value from their warrants ahead of their vesting (the “Voluntary Purchase Offer”).
This follows the previous offer announced on 12 March 2026, with the results then announced on 16 March 2026.
Pre-IPO Warrants Overview
Under the terms of the Pre-IPO Warrants, holders are entitled to subscribe for new ordinary shares of 0.1p in the Company (“Ordinary Shares”) at an exercise price of 2.5 pence per share for a two-year period between 24 April 2026 and 24 April 2028.
The total number of Pre-IPO Warrants outstanding is 93,066,335, of which, in aggregate 66,228,732 are held by parties related to the Company, comprising 39,000,000 held by 210k Capital L.P., an existing significant shareholder affiliated with Tyler Evans (Non-Executive Director), 25,778,732 are held by Andrew Webley (Chief Executive Officer) and his spouse, and a further 1,450,000 are held by directors or employees of the Company (“Related Holdings”).
Pre-IPO Warrant - Discounted Voluntary Purchase Offer
To minimise any potential market disruption arising from the exercise of the Pre-IPO Warrants and to allow relevant warrant holders, at their election, to realise value from their Pre-IPO Warrants prior to their vesting date, the Company is making a voluntary offer to purchase Pre-IPO warrants from all holders (“Warrant Holders”).
The offer price is based on:
- A reference share price of 28.70 pence per share (the closing bid price on 07 April 2026) (“Reference Price”)
- The 2.5 pence warrant exercise price
- An approximate 14% discount to the net of the Reference Price less the warrant exercise This results in an offer price of: