Preferred sharesTuesday, 29 September 2026 · 07:00
Launch of Retail Offer of "MORE" Preferred Shares
THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA ("UNITED STATES" OR "U.S."), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA (EACH, A "RESTRICTED JURISDICTION") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW OR REGULATION.
THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE SMARTER WEB COMPANY PLC ("THE SMARTER WEB COMPANY" OR THE "COMPANY"), HAVE BEEN APPROVED BY TENNYSON SECURITIES LIMITED, CORPORATE PARTNER OF SHARD CAPITAL PARTNERS LLP ("TENNYSON SECURITIES"), SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA").
This Announcement is an advertisement for the purposes of paragraph 12.1.4 "Advertisements and other disclosure of information" of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the Financial Conduct Authority (the "FCA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into any Restricted Jurisdiction.
The contents of this Announcement shall not form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Once issued by the Company, investors should not subscribe for or purchase any preferred shares of nominal value £0.001 each in the capital of the Company ("Preferred Shares") except solely on the basis of the information contained in the prospectus ("Prospectus") in its final form (together with any supplementary prospectus, if relevant), including the risk factors set out therein, approved by the FCA and published by the Company in connection with the initial public offering ("IPO") of Preferred Shares and the admission of such Preferred Shares to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA ("Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") (together, "Admission"). A copy of the Prospectus, which has today been approved by the FCA, will shortly be available for inspection on the Company's website at https://www.smarterwebcompany.co.uk, subject to certain access restrictions, and will shortly be uploaded to the National Storage Mechanism maintained by the FCA ("NSM") and made available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Approval of the Prospectus by the FCA should not be understood as an endorsement of the Preferred Shares. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Preferred Shares. 29 September 2026
The Smarter Web Company PLC
Launch of Retail Offer of "MORE" Preferred Shares
The Smarter Web Company is pleased to announce a conditional offer via the Winterflood Retail Access Platform ("WRAP") in connection with the offer of a new class of Preferred Shares under the ticker "MORE" to retail investors who are resident and physically present in the UK through WRAP’s partner network of retail brokers, wealth managers and investment platforms ("Intermediaries") (the "Retail Offer").
Under the Retail Offer, Preferred Shares will be made available at a price of £90 per share (the "Offer Price"; "Retail Offer Shares").
As announced by the Company on 11 September 2026 and earlier today, the Company is also conducting a placing of Preferred Shares to institutional investors ("Institutional Offer"), which together with the Retail Offer comprises the IPO.
Pursuant to the IPO, the Company intends to issue up to 277,777 Preferred Shares at the Offer Price, targeting gross proceeds of between £15 million and £25 million, providing net proceeds of between £13.1 million and £22.7 million.
If issued, the Preferred Shares will have attached to them, among other things, a right for the holder to receive a cumulative variable rate weekly preferential dividend. The initial dividend rate will be 12% per annum of £100 per Preferred Share, and the rate is variable from time to time by the board of directors of the Company (the "Board"; "Directors"), subject to certain parameters. The Preferred Shares will also have attached to them a liquidation preference, and a right for the Company to redeem the Preferred Shares, but no right to vote at a general meeting of shareholders of the Company.
Completion of the IPO is subject to the satisfaction of certain conditions which are customary in an offer of this type, including Admission becoming effective not later than 8.00 a.m. on 14 October 2026 (or such later date as may be agreed between the Company and Tennyson Securities Limited, corporate partner of Shard Capital Partners LLP ("Tennyson Securities")) and the placing & retail offer coordinator agreement entered into on today's date between the Company and Tennyson Securities not having been terminated prior to Admission. The IPO is also conditional on:
gross proceeds of at least £10 million being raised under the IPO;
as at Admission, at least three firms being registered with the London Stock Exchange as market makers in the Preferred Shares; and
as at Admission, the Preferred Shares held in public hands (within the meaning of UKLR 16.2.1R(3)) representing at least 50% of the Preferred Shares issued pursuant to the IPO (excluding, for this purpose, any Preferred Shares held by or on behalf of Tennyson Capital under the Preferred Shares ATM Facility) and the amount of Preferred Shares in public hands representing at least 10% of the total free float pursuant to UKLR 16.2.1R. If any of these conditions are not satisfied, the IPO will not proceed and Admission will not occur.
Expected Retail Offer Timetable
Launch of Retail Offer 29 September 2026
Latest time and day for receipt of Intermediary
Applications in respect of the Retail Offer (Retail Offer
Closes)
(Please note that Intermediaries’ closing times may differ) 4.30 p.m. on 9 October 2026 Results of the Retail Offer expected to be announced On or around 12 October 2026 Admission and commencement of dealings in Retail Offer Preferred Shares issued on the London Stock Exchange 8.00 a.m. on 14 October 2026
Notes
Each of the times and dates set out above and mentioned elsewhere in this Announcement may be subject to change at the absolute discretion of the Company. If the expected dates and times change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service. All times referred to in this Announcement are, unless otherwise stated, references to the time in London, UK.
The Company's ordinary shares of nominal value £0.001 each ("Ordinary Shares") are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.
WRAP Retail Offer
The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom of Great Britain and Northern Ireland ("UK") the opportunity to participate in the Retail Offer.
Therefore, the Company is making the Retail Offer open to eligible investors in the UK, following release of this announcement and through certain Intermediaries.
Members of the general public will not be able to apply for Retail Offer Shares in the Offer directly. They may, however, be eligible to apply for Retail Offer Shares under the Retail Offer through participating Intermediaries. To do so, prospective retail investors will need to apply for Retail Offer Shares through one or more Intermediaries by not later than 4.30 p.m. on 9 October 2026, or such other time or date as is communicated by the Company. Please note that Intermediaries may have earlier closing times.
A number of retail platforms are able to access the Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer. Please note that Intermediaries may have their own criteria for participation.
To be eligible to participate in the 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 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 and timings of the Retail Offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the Retail Offer without giving any reason for such rejection.
It is vital to note that once an application for Retail Offer Shares has been made and accepted via an Intermediary, it cannot be withdrawn, other than in the limited circumstances set out in the Prospectus.
Instructions for Hargreaves Lansdown clients
If you wish to discuss the fundraising and your options, please call the Investment Helpdesk on 0117 900 9000.
Instructions for AJ Bell clients
Existing shareholders whose Ordinary Shares are held through AJ Bell will receive an email when the Retail Offer launches, with details of how to apply for Retail Offer Shares. Applications can also be made via the dedicated IPOs and new issues page on AJ Bell’s website (https://www.ajbell.co.uk/investment/ipo-new-issues).
Instructions for Interactive Investor clients
To view information about the Retail Offer, visit the IPO and new issues page on the interactive investor website (https://www.ii.co.uk/ipos) or via the mobile app.
Instructions for other platforms and brokers You should contact your platform / broker and ask for instructions to take part. Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors should contact [email protected].
Investors should make their own investigations into the merits of an investment in the Company.
Nothing contained in this Announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this Announcement is intended to be, and nor shall any such statement be construed as, a profit forecast or estimate.
It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. You should carefully consider the information in the Prospectus in light of your personal circumstances. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.
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.
Ends -
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