THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, ANY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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK" OR "UNITED KINGDOM")
PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310)
("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
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 Smarter Web Company PLC ("The Smarter Web Company" or 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
Confirmation of Intention to Float and Launch of IPO of "MORE" Preferred Shares on the Main Market of the London Stock Exchange and Publication of Prospectus The Smarter Web Company today announces that, further to its announcement on 11 September 2026, the Prospectus has been approved by the FCA and will be published by the Company shortly.
The Company also announces the launch of an IPO of a new class of Preferred Shares (with the reserved ticker: "MORE") to raise gross proceeds of between £15 million and £25 million. IPO highlights Pursuant to the IPO, the Company intends to issue up to 277,777 Preferred Shares at an offer price of £90 per Preferred Share (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 IPO is being made by way of:
an institutional offer, which is structured as an offer of Preferred Shares to institutional investors in the United Kingdom (the "Institutional Offer"); and
a retail offer, which is structured as an offer of Preferred Shares to retail investors who are resident and physically present in the United Kingdom through Winterflood Retail Access Platform’s ("WRAP") partner network of retail brokers, wealth managers and investment platforms ("Intermediaries") (the "Retail Offer").
The Institutional Offer is to be launched immediately following the release of this Announcement.
The Retail Offer will be launched shortly and is expected to close at 4.30 p.m. on 9 October 2026 or such other time or date as is communicated by the Company. A separate announcement will be made by the Company shortly providing further details of the Retail Offer.
The Company has engaged:
Strand Hanson Limited ("Strand Hanson") as financial adviser in connection with the IPO and Admission; and
Tennyson Securities Limited, corporate partner of Shard Capital Partners LLP ("Tennyson Securities") as broker in connection with the Institutional Offer and retail offer coordinator in connection with the Retail Offer.
The Company also intends to put in place, from Admission, an At The Market facility (the "Preferred Shares ATM Facility"), pursuant to which Tennyson Capital Partners LLP ("Tennyson Capital") would use reasonable endeavours to sell Preferred Shares on the market via its broker. The Preferred Shares ATM Facility is intended to provide the Company with the flexibility to raise additional capital over time through the issuance of Preferred Shares, subject to market conditions. This proposed Preferred Shares ATM Facility is intended to be in addition to the At The Market facility already in place in respect of the Ordinary Shares. At Admission, the Company will issue 100,000 Preferred Shares into the Preferred Shares ATM Facility to be held by or on behalf of Tennyson Capital.
Reasons for the IPO
The Company intends to utilise the net proceeds from the issuance of Preferred Shares as a long-term source of capital.
The Directors believe that the IPO will broaden the Company's access to institutional and retail capital, provide a flexible, long-term source of funding alongside the Preferred Shares ATM Facility, strengthen the Company’s balance sheet and financial flexibility, supporting further acquisitions of revenue-generating operational businesses and general working capital requirements, and fulfil the Company’s broader strategy of creating value alongside its Bitcoin treasury.
Dividend obligations If issued, the Preferred Shares will have attached to them a right for the holder to receive a cumulative variable rate weekly preferential dividend, 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. The initial dividend rate will be 12% per annum of £100, and the dividend rate will be variable by the Board from time to time, subject to certain parameters.
The Directors believe that the Company will have multiple potential sources from which the dividend obligations of any Preferred Shares, if issued, may be satisfied. These include:
recurring operating cash flows;
substantial cash reserves;
its Bitcoin treasury; and
ongoing access to public capital markets, including by using the net proceeds of issuances of new ordinary shares of £0.001 each in the capital of the Company (the "Ordinary Shares") or Preferred Shares.
Completion of the IPO
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) 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.
Use of IPO net proceeds and additional capital The Company is targeting between £15 million and £25 million in gross proceeds from the IPO. The Company is targeting between £13.1 million and £22.7 million in net proceeds from the IPO (the "Net Proceeds"), after deduction of commissions, fees and expenses payable by the Company in connection with Admission and the IPO. The Company intends to use Net Proceeds and its existing cash resources for the following items:
Use of IPO net proceeds and existing cash resources £ (million) % Working capital and general corporate purposes (including for maintenance of cash reserves for the payment of dividends)
£7.63 to £14.16 58.13% to 62.49%
Acquisition of additional Bitcoin for the
Group's treasury reserve
£5.00 to £8.00 38.07% to 35.30%
The Company's operational business growth strategy
£0.50 to £0.50 3.81% to 2.21%
Total £13.13 to £22.66 100%
The IPO is conditional on gross proceeds of at least £10 million being raised under the IPO. If the gross proceeds of the IPO are less than £15 million, the Company intends to apply the available Net Proceeds to the uses described above in the order of priority shown, with the amount allocated to each use adjusted as the Directors consider appropriate.
The Company intends to use the proceeds from any sale of the Preferred Shares to be issued to Tennyson Capital under the Preferred Shares ATM Facility on Admission by Tennyson Capital to investors for working capital and general corporate purposes (including for maintenance of cash reserves for the payment of dividends), the acquisition of Bitcoin and to support the operational business growth strategy.
Further details of the IPO
In the Institutional Offer, Tennyson Securities will solicit indications of interest from prospective institutional investors to subscribe for Preferred Shares. Prospective institutional investors will be required to specify the number of Preferred Shares which they would be prepared to subscribe for at the Offer Price. Prospective institutional investors will be required to submit indications of interest for Preferred Shares in the Institutional Offer by 4.30 p.m. on 9 October 2026, or such other time or date as may be communicated by the Company and Tennyson Securities. There is no minimum or maximum number of Preferred Shares which can be applied for in the Institutional Offer.
In the Retail Offer, applications to acquire Preferred Shares are expected to be sought by the Intermediaries from their selected retail investor clients. An application will then be made by the Intermediaries on behalf of their clients through Marex Financial (owners and operators of WRAP), and this demand will be taken into account by the Company and Tennyson Securities alongside indications of interest in the Institutional Offer in conducting the bookbuilding in respect of the IPO.
The maximum amount to be raised by the Company under the IPO will be gross proceeds of £25 million.
Allocations of Preferred Shares under the IPO (including as between, and within, the Institutional Offer and the Retail Offer) and the number of Preferred Shares to be issued under the IPO will be determined by the Company. A number of factors will be considered in determining the basis of allocations, the number of Preferred Shares to be issued, including the level and nature of demand for Preferred Shares in the Institutional Offer and the Retail Offer, respectively, and the objective of establishing an orderly and liquid after market in the Preferred Shares.
If the IPO is oversubscribed, the Company reserves the right to scale back applications, in whole or in part. Whilst it is the intention to treat all investors equitably in the allocation process, the Company reserves the right to determine allocations in its absolute discretion, considering factors including the quality and size of demand and the composition of the Shareholder register.
There will be no claw-back mechanism between the Retail Offer and Institutional Offer tranches. Accordingly, the allocation between the tranches will not be adjusted automatically in response to differing levels of demand.
Successful applicants will be notified of their allocations in accordance with the procedures of the relevant placing or retail offer platform, as applicable.
Admission is expected to take place at 8.00 a.m. on 14 October 2026 under the ticker: "MORE" (ISIN: GB00C0HJ0D12). There will be no conditional dealing prior to this date.
Information on the Company
The Company owns and operates digital services businesses focused on web design, development and digital marketing. The Company serves more than 500 client websites across a diverse range of sectors and generates a significant and growing proportion of its revenue through long-term client relationships and retained service arrangements. The Company's strategy combines the operation and acquisition of cash-generative web- services businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.
The primary objectives of the Bitcoin Treasury Policy are to support the Company's overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.
As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.
The 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.
Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025 and available on the Company's website: https://www.smarterwebcompany.co.uk.
Andrew Webley, CEO, The Smarter Web Company, commented:
“We are pleased to confirm our intention to float and announce the IPO of the “MORE” Preferred Shares today. The creation of Preferred Shares will represent an important development in the Company’s capital strategy and another step in the execution of our 10- Year Plan, and we believe the proposed Preferred Shares will be the first of their kind in the UK: a pounds sterling-denominated, London Stock Exchange Main Market-listed perpetual preferred share issued by a UK-incorporated commercial company with a Bitcoin treasury strategy.
“As we pursue our long-term ambitions, we want to have access to different forms of capital and the flexibility to use them when we believe the conditions are right. MORE is intended to broaden the capital available to the Company, alongside our existing funding options, while offering investors the potential for regular income through a variable-rate weekly dividend. “Our focus remains on building a resilient and adaptable business for the long term, with our operating businesses and Bitcoin treasury strategy working together to create value for shareholders.”
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