WRAP Retail Offer & Accelerated Bookbuild for A Minimum of £8 Million
The Smarter Web Company PLC is pleased to announce a retail investor offer via the Winterflood Retail Access Platform (“WRAP Retail Offer") and a placing of the Company’s shares by Tennyson Securities and Peterhouse Capital Limited to institutional investors (“Accelerated Bookbuild” or “Placing”) through the issue of new ordinary shares of £0.001 each at £0.81 per share ("Ordinary Shares") (“Offer Price”). The WRAP Retail Offer and Accelerated Bookbuild will open immediately following this announcement and the Company aims to raise a minimum of £8m.
Please note that the WRAP Retail Offer is being made in the United Kingdom as an exempt public offer, which is subject to a €8 million fundraising limit over a 12 month period. As a result of previous successful fundraises, the Company is only able to raise a maximum of approximately £400,000 through this WRAP Retail Offer. Consequently, applications may be scaled back, and the offer may close earlier than anticipated.
Qualified Investors (as defined in Article 2(e) of the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time) (“UK Prospectus Regulation”)) interested in participating in the Accelerated Bookbuild, rather than the WRAP Retail Offer, 1005744704.1 may receive a higher allocation by instructing their broker to contact Tennyson Securities or Peterhouse Capital Limited and asking to take part in the Accelerated Bookbuild. The Company is working with its advisors to explore alternative solutions that would enable retail investors to participate in future fundraisings. The Company also wishes to emphasise that previous capital raises have been conducted at market price and have included participation from retail investors.
Background and Use of Proceeds
The Smarter Web Company, founded in 2009 by Andrew Webley, helps businesses of all sizes enhance their online presence and return on digital investment. Its core services include web design, development and digital marketing.
Before founding The Smarter Web Company, Andrew Webley was the Head of Online at Hargreaves Lansdown, one of the UK's most successful financial services companies. The Company has a clear strategy for growth focusing on:
Organic growth opportunities around existing, established services
An acquisition strategy intended to accelerate scale
As the Company explores opportunities through organic growth and corporate acquisitions it is pioneering the adoption of a Bitcoin Treasury Policy into its strategy Please also see “The 10 Year Plan” announced by the Company via regulatory news at 07:00 on 28 April 2025 and available on the Company website.
The WRAP Retail Offer
The Company values retail shareholders and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.
For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer. Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of The Smarter Web Company, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for WRAP Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer. 1005744704.1 The WRAP Retail Offer will open immediately following this announcement. The WRAP Retail Offer will close at 21:00 on 04 June 2025. Eligible investors are encouraged to participate early, as financial intermediaries may impose earlier deadlines, and the Company also reserves the right to close the offer earlier. The result of the WRAP Retail Offer is expected to be announced by the Company on 05 June 2025 shortly after 07:00.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact [email protected].
To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. There is a minimum subscription of £500 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size of the WRAP Retail Offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection. It is vital to note that once an application for WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.
It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Issue Price does not exceed EUR 8 million (or the equivalent amount in GBP, calculated in accordance with the Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority (the “FCA”).
Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.
It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt. 1005744704.1 An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered a reliable indicator of future results.
The WRAP Retail Offer is offered in the United Kingdom as an exempt offer to the public under sections 86(1)(e) and 86(4) of FSMA and therefore there is no the requirement to publish a prospectus under the UK Prospectus Regulation in connection with the WRAP Retail Offer. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.
Instructions For AJ Bell Clients
Existing shareholders via AJ Bell will receive an email when the offer launches to let them know how to place orders. Non shareholders are unable to participate via AJ Bell.
Instructions for Interactive Investor Clients
Existing shareholders via Interactive Investor will receive an email and be able to subscribe for new shares via the Corporate Actions section of the website. Clients that don’t currently hold the stock already can call through to the international dealing team on 0345 607 6001 to subscribe.
Instructions For Other Platforms & Brokers
You should contact your platform / broker and ask for instructions to take part. Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact [email protected].
Accelerated Bookbuild
The Accelerated Bookbuild will open immediately following this announcement. The Accelerated Bookbuild will close at 21:00 on 04 June 2025. Institutional investors should contact Tennyson Securities or Peterhouse Capital Limited to take part. The result of the Accelerated Bookbuild is expected to be announced by the Company on 05 June 2025 shortly after 07:00.
The WRAP Retail Offer and the Accelerated Bookbuild are conditional on the New Ordinary Shares being admitted to trading on the Access Segment of the Aquis Stock Exchange Growth Market ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on Aquis, at 08:00 on 10 June 2025. 1005744704.1
The Smarter Web Company
CEO
Andrew Webley +44 (0) 117 313 0459
Tennyson Securities
Lead Broker
Peter Krens +44(0) 207 186 9030
Peterhouse Capital Limited
Aquis Stock Exchange Corporate Adviser
Guy Miller
Aquis Stock Exchange Corporate Broker
Lucy Williams / Duncan Vasey +44 (0) 207 469 0930
Winterflood Retail Access Platform
Joe Winkley / Sophia Bechev
[email protected] +44(0) 20 3100 0286 Further information on the Company can be found on its website at www.smarterwebcompany.co.uk The Company's LEI is 213800VQO9FUG4PZMP73.
This announcement should be read in its entirety. In particular, the information in the “Important Notices” sections of the announcement should be read and understood.
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