The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8), a London-listed technology company and the UK’s largest publicly traded company holding Bitcoin on its balance sheet, announces that a New Subscription Agreement has been signed for a further 50 million new Ordinary Shares (“New Subscription Agreement”).
New Subscription Agreement
The New Subscription Agreement was signed on 23 December 2025 by The Smarter Web Company PLC and Shard Merchant Capital Limited and replaces the subscription agreement announced on 04 September 2025 (“The Subscription Agreement”). The Subscription Agreement allows Shard Merchant Capital Limited to sell new Ordinary Shares via its broker. Tennyson Securities, the Company's lead broker has arranged this facility. Shard Merchant Capital Limited is a client of Shard Capital Partners LLP.
The New Subscription Agreement will also cover the 13,240,500 Ordinary Shares previously issued to Shard Merchant Capital Limited and not yet sold (as announced on 01 December 2025), together with the 50,000,000 additional new Ordinary Shares to be issued under today's New Subscription Agreement. Accordingly, the New Subscription Agreement will commence with an available allocation of, in aggregate, 63,240,500 Ordinary Shares. It is expected that admission of the new Ordinary Shares to trading on the AQSE Growth Market will become effective at 08:00 a.m. on or around 02 January 2026 (“Admission”). The New Subscription Agreement is conditional upon, among other things, Admission becoming effective.
The new Ordinary Shares issued pursuant to the New Subscription Agreement, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Key Terms of the New Subscription Agreement
The New Subscription Agreement allows Shard Merchant Capital Limited to use reasonable endeavours to sell Ordinary Shares on behalf of the Company, subject to the following agreed high-level terms:
- Volume limitation: the number of Ordinary Shares sold in any week will be limited to up to 25% of the trading volume in the Company’s Ordinary Shares during that same week, calculated on a cumulative basis as trading occurs.