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, is pleased to announce a Placing at the closing bid price on 03 October 2025 (“Issue Price”).
The gross proceeds from the Placing will be £9,680,640 (before expenses), through the issue of 9,680,640 new ordinary shares of £0.001 each ("Ordinary Shares") at £1.00 per share. £8,000,000 of the placing was subscribed for by a single new US institutional investor, introduced by Maxim Group LLC, the lead U.S. placement agent in connection with the Placing. The investment reflects recognition of SWC’s position as the UK’s leading publicly listed holder of Bitcoin, alongside its strategy as a technology company. The Company is pleased to welcome this new investor onto the register and looks forward to welcoming other institutional investors soon.
The Company has also issued 1 warrant for each new Ordinary Share issued to the new investors. Each warrant is valid for 36 months and exercisable at £1.50 (“Exercise Price”), which represents a 50% premium to the Issue Price. Pursuant to the terms of the warrants, the Company may demand the investors exercise the warrants in the event that the share price trades 200% above the Exercise Price for a period of 10 consecutive days after the first 12 months.
The Placing is conditional upon, inter alia, on the new Ordinary Shares being admitted to trading on the access segment of the Aquis Stock Exchange Growth Market (“Admission”). It is expected that Admission of the new Ordinary Shares will become effective at 08:00, on or around 09 October 2025.
The Placing Ordinary Shares, 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.
Total Voting Rights
Following Admission, the total number of Ordinary Shares in issue in The Smarter Web Company will be 300,237,093 ordinary shares of £0.001 each. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Directors Share Holdings
On Admission, the Directors’ shareholdings will be diluted as follows:
Name % Before % After
Andrew Webley & Family (including those held by Joanna Webley) 9.44% 9.13%