Q3 update: MORE preferred share IPO launched (£90 a share, 12% variable dividend on £100, paid weekly). 2,747 BTC at 30 Sep. Coinbase loan cut to £19.0m. 6.94m ATM shares sold for £3.19m.
The Smarter Web Company is pleased to provide its quarterly investor update for the three months ended 30 September 2026 (the “quarter”), covering material developments through to the date of this announcement.
The third quarter was defined by the work undertaken to simplify and strengthen the Company’s capital structure and build the foundations for its next phase of growth. The culmination of that work came on 29 September 2026, when the FCA approved the Company’s prospectus and the Company launched the initial public offering of its new preferred shares (“MORE”) on the Main Market of the London Stock Exchange (the “IPO”). The Directors believe MORE will be the first of its kind in the UK: a sterling-denominated, Main Market-listed perpetual preferred share issued by a UK-incorporated commercial company with a Bitcoin treasury strategy. The IPO followed overwhelming shareholder support at the General Meeting held on 28 September 2026, at which all of the required resolutions were approved with over 99.8% of votes cast in favour.
If completed, MORE would give the Company a simple capital structure built on two complementary equities:
ordinary shares - growth:offering exposure to the Company’s operating business, its Bitcoin treasury and its long-term objective of increasing Bitcoin value per Ordinary Share; and
MORE - income:offering holders a cumulative, variable rate, preferential dividend, payable weekly (unless payment is suspended by the Board), at an initial rate of 12% per annum (variable) of £100 per preferred share, with a liquidation preference ranking ahead of the ordinary shares and a redemption right of the Company.
Each equity is designed for a different type of investor, allowing the Company to align its sources of capital with the needs of its holders. 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 Company’s proposed ATM facility for the preferred shares, 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.
This work was underpinned by a series of steps during the quarter that simplified and strengthened the balance sheet:
early repayment of the Smarter Convert instrument, removing 7,718,551 potential ordinary shares from the fully diluted share count;
the £210 million capital reduction becoming effective, increasing the Company’s distributable reserves; and
a reduction from approximately £20.8 million to £19.0 million in the amount outstanding on the strategic Bitcoin-back credit facility with Coinbase (the “Coinbase Credit Facility”).
Alongside this, the Company delivered a step-up in revenue within the operating businesses.
Operating businesses
The Group’s strategy remains built on three mutually reinforcing pillars: growing and profitable operating businesses; a Bitcoin treasury that provides long-term capital appreciation and the balance sheet strength to support the Company’s ambitions; and a disciplined M&A programme to acquire complementary, cash-generative businesses.
Trading across both divisions, The Smarter Web Company Operations Limited (“Smarter Web Operations”) and Squarebird Agency Ltd (“Squarebird”), continued in line with management expectations during the quarter. Squarebird secured a number of new project wins, while recurring hosting and marketing revenues continued to provide a stable base. The Group serves more than 500 client websites.
Bitcoin treasury
On 23 July 2026, the Company repaid the Smarter Convert instrument in full, approximately two weeks ahead of its scheduled maturity on 5 August 2026. The repayment of $11,698,540 was funded through the sale of 177.89 Bitcoin at an average price of approximately $65,762. Repayment eliminated the potential issuance of 7,718,551 ordinary shares on conversion and removed the instrument from the balance sheet. The Smarter Convert provided an innovative alternative to traditional leverage when it was established in August 2025; however, as the Company’s strategy has evolved, the Directors no longer consider such instruments to be the right capital solution for the Company.
The Company continued Bitcoin accumulation following the repayment, acquiring a total of 46.89 Bitcoin during the quarter for an aggregate consideration of approximately £2.57 million:
on 3 August 2026, 11.89 Bitcoin at an average price of approximately £47,052 per Bitcoin, for £559,493; and
on 2 September 2026, 35 Bitcoin at an average price of approximately £57,494 per Bitcoin, for £2,012,286.
As at 30 September 2026, the Company held 2,747 Bitcoin (30 June 2026: 2,878 Bitcoin) at a net average cost basis of £82,562 per Bitcoin. The net reduction of 131 Bitcoin over the quarter reflects the disposal to repay the Smarter Convert instrument, partially offset by the purchases above. Cumulative gross Bitcoin purchases stand at £235,544,889 and cumulative gross sales at £8,745,918.
The Bitcoin yield for the quarter was -4.35%. This primarily reflects the Bitcoin disposed of to repay the Smarter Convert instrument, partially offset by the removal of the associated potential shares from the fully diluted share count. In addition, proceeds raised via the Subscription Agreement announced on 24 December 2025 (the “ATM”) in late September were applied to reduce borrowings under the Coinbase Credit Facility, rather than to acquire Bitcoin.
As at 30 September 2026, the Company’s fully diluted EV-to-BTC value ratio was 1.56x. Gross sats per fully diluted share stood at 750 and net sats per fully diluted share stood at 671. During the quarter, the Company continued to use its Coinbase Credit Facility as a source of responsible leverage against its substantial balance sheet. Following receipt of the latest ATM sales proceeds, the Company reduced borrowings under the Coinbase Credit Facility from approximately £20.8 million to £19.0 million. While the facility has provided useful financing to date, the Company expects its capital structure over time to be based primarily on its two complementary equities: ordinary shares and MORE.
The Company continues to hold its Bitcoin with institutional-grade custodians, including Coinbase, Xapo, Fidelity Digital Assets, Anchorage Digital Bank and Kraken Financial, rather than through self-custody arrangements.
Capital markets activity
The ATM continues to provide the Company with a flexible and disciplined mechanism for raising capital over time. During the quarter, a total of 6,938,602 ordinary shares were sold under the ATM, raising gross proceeds of approximately £3.19 million:
in July 2026, 703,160 shares at approximately £0.295 per share, raising gross proceeds of £207,227;
in early August 2026, 3,300,000 shares at approximately £0.31 per share, raising gross proceeds of £1,016,250;
in late August 2026, 225,000 shares at approximately £0.34 per share, raising gross proceeds of £76,306; and
in September 2026, 2,710,442 shares at approximately £0.70 per share, raising gross proceeds of £1,891,933, the net proceeds of which were applied to reduce borrowings under the Coinbase Credit Facility.
As at the date of this announcement, 41,213,788 ordinary shares remain unsold under the ATM.
During the quarter, 3,625,000 warrants were exercised at £0.025 per share, pursuant to the warrants granted in April 2025 (“April 2025 Warrants”), raising £90,625. As of the date of this announcement, 31,678,732 April 2025 Warrants remain outstanding. Of these, 25,778,732 are held by Andrew Webley, Chief Executive Officer of the Company, and his spouse, with a further 1,450,000 warrants held by directors and employees of the Company.
In July 2026, the Company effected a reduction of its share premium account by £210,000,000 (further to the approval to do so given by shareholders on 17 June 2026). The reduction increases the Company’s distributable reserves, providing greater financial flexibility as the business continues to grow.
On 11 September 2026, the Company announced its expected intention to float a new class of non-voting preferred shares (ticker: “MORE”) on the Main Market of the London Stock Exchange. At a General Meeting held on 28 September 2026, shareholders approved all three resolutions required to create, allot and, if required, repurchase the preferred shares, each with over 99.8% of votes cast in favour, and the new articles of association were adopted with immediate effect.
On 29 September 2026, following FCA approval of the Prospectus, the Company launched the IPO. The key terms are:
an issue price of £90 per preferred share, with up to 277,777 preferred shares to be issued, targeting gross proceeds of £15 million to £25 million (approximately £13.1 million to £22.7 million net proceeds). The IPO is conditional on a minimum of £10 million gross proceeds being raised, as well as other conditions;
a cumulative, variable rate, preferential dividend, payable weekly (subject to the Board’s ability to suspend payment), at an initial rate of 12% per annum (variable) of £100 per preferred share, together with a liquidation preference and redemption rights for the Company, and no voting rights;
an institutional offer to UK institutional investors, and a retail offer to UK investors through the Winterflood Retail Access Platform’s partner network of intermediaries, with a minimum subscription of £500. The retail offer closes at 4:30 p.m. on 9 October 2026, the result of the IPO is expected to be announced on or around 12 October 2026, and admission to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA and to trading on the main market for listed securities of London Stock Exchange plc (“Admission”) is expected at 8:00 a.m. on 14 October 2026; and
the issue of 100,000 preferred shares on Admission into a preferred shares ATM facility, to be held by or on behalf of Tennyson Capital Partners LLP (“Tennyson Capital”), pursuant to which Tennyson Capital will use reasonable endeavours to sell preferred shares on the market via its broker.
The net proceeds of the IPO and proceeds raised by the Company through the operation of the preferred shares ATM facility are expected to be used for working capital and reserves, the acquisition of further Bitcoin and the growth of the operating business.
Outlook
The Directors believe that the progress made during the quarter has further strengthened the foundations for the Company’s next phase of growth.
The Directors believe that, if completed, MORE would represent a significant step in the evolution of the Company’s capital structure. The Company would have two equities, ordinary shares for growth and preferred shares for income (noting that neither growth nor income is guaranteed), each aligned with the needs of a different group of investors. This simple structure would give the Company a broader and more diversified range of funding options. It would also allow capital to be raised without issuing further ordinary shares. The operating businesses continue to perform in line with management expectations, and the Directors remain focused on growing revenues sustainably and evaluating selective acquisition opportunities.
The ambition remains unchanged: to build one of the leading companies in the UK: growing operating businesses, selective strategic acquisitions, a Bitcoin treasury and a balance sheet focused on increasing net Bitcoin value per fully diluted Ordinary Share over the medium to long term.
Andrew Webley, CEO of The Smarter Web Company, commented:
“This quarter has been about building the foundations for the future of Smarter Web. The steps we have taken this quarter to simplify our balance sheet are important, but the standout achievement has been launching the IPO of MORE, following FCA approval of our prospectus. We believe it will be the first preferred share of its kind in the UK.
“If completed, MORE would give us a simple capital structure built on two equities: our ordinary shares for growth, and MORE for income (noting that neither growth nor income is guaranteed). Each is aligned with what its holders are looking for, and together they broaden the range of investors who can take part in our story. MORE would also allow us to raise capital without issuing further ordinary shares. We believe that could mark a step-change in how we fund the growth of the Company.
“I would like to thank our shareholders for their continued support, and our team and advisers for the huge amount of work that has taken place.”
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