The Smarter Web Company PLC seeks up to £25M from MORE preferred shares
The FCA approved a prospectus on Sept. 29; MORE starts with a £12 annual dividend per share and has an Oct. 9 retail deadline.
Julian Okafor
A proposed weekly preferred dividend would add a senior claim on a British bitcoin treasury's cash and assets. The Smarter Web Company PLC LONSWC OTCMKTSTSWCF, a British web design and digital marketing group that holds bitcoin as its primary treasury reserve, launched an offer of MORE preferred shares on Sept. 29 targeting £15 million to £25 million in gross proceeds.
The OTCMKTSTSWCF quote showed its ordinary shares at US$0.95, up 1.17 per cent, as of Sept. 30, 4 p.m. EDT. The issuer set a £90 price for each new preferred share and plans to sell up to 277,777 in the initial public offering. Those terms give ordinary shareholders a defined new security to weigh against the company's existing bitcoin-secured borrowing and share sales.
The company expects £13.1 million to £22.7 million in net proceeds if the offer reaches its target range, its Sept. 29 announcement says. It identifies acquisitions of revenue-generating businesses and general working capital as uses within its broader strategy. The release does not specify a bitcoin purchase amount. It presents the fundraising as long-term capital for acquisitions and working capital while maintaining a bitcoin treasury.
The UK Financial Conduct Authority approved the prospectus on Sept. 29, and the company has published it on its investor site. That approval permits the offer process but is not the regulator's endorsement of the securities, the issuer says. The retail window is scheduled to close Oct. 9, with a result expected around Oct. 12 and London trading planned for Oct. 14 if the conditions are met.
The £90 Share Starts With A £12 Annual Dividend
The preferred dividend initially equals 12 per cent of £100 per share, or £12 a year, according to the retail offer notice. Measured against the £90 offer price, that initial rate implies a 13.3 per cent annual cash yield if maintained and paid in full. The board can vary the rate within the announced parameters, so that calculation is an opening term rather than a fixed return.
MORE holders would have a cumulative weekly preferential dividend and a liquidation preference over ordinary shares, while the new class would have no vote at a general meeting. The company would also have a right to redeem the preferred shares. The Sept. 29 release describes these rights but leaves the full contractual detail to the prospectus, which is the governing document for subscribers.
At the maximum 277,777 IPO shares, the £12 opening annual amount works out to roughly £3.33 million a year on those shares before any change to the rate. The company lists operating cash flow, cash reserves, bitcoin holdings and future equity sales as potential sources for preferred dividends. These are possible funding sources identified by directors, not a committed payment sequence or evidence that the web services business alone can cover the distributions.
Admission Needs £10 Million And Three Market Makers
The offer will not proceed unless it raises at least £10 million gross, the Sept. 29 retail notice says. It also requires at least three London Stock Exchange market makers at admission and a public-hands threshold for the new shares. The notice also requires at least half the IPO shares to be in public hands, with specific exclusions for shares held under the planned preferred at-the-market facility.
"If any of these conditions are not satisfied, the IPO will not proceed and Admission will not occur," the company said in its Sept. 29 retail offer notice.
The Sept. 29 retail offer notice limits participation through brokers, wealth managers and platforms to investors resident and physically present in the United Kingdom. Intermediaries may set earlier deadlines than the announced 4:30 p.m. London time on Oct. 9. Institutional investors have a separate offering, and the company expects to announce the retail result on or around Oct. 12 before the planned Oct. 14 admission.
A Second Share Facility Could Expand Preferred Supply
At admission, Smarter Web intends to issue 100,000 preferred shares into a proposed at-the-market facility for potential later sales, according to its Sept. 29 IPO announcement. That facility would sit alongside its existing ordinary-share programme, adding a further possible supply of senior securities after the initial float. It does not mean the 100,000 shares have already been sold to investors or that their proceeds have been received.
The company's Sept. 28 financing update reported £1,891,933 in gross proceeds from 2,710,442 ordinary shares sold under a separate subscription agreement. It said it intended to use some of that money to reduce its Coinbase credit balance to about £19.0 million from about £20.8 million after receipt. Those ordinary-share proceeds are distinct from the proposed MORE issue; the same update put the facility's variable interest rate at 6.25 per cent.
The IPO follows shareholder approval of three enabling resolutions on Sept. 28, including the authority to allot preferred shares. That vote authorized the capital structure but did not price the new class; the Sept. 29 notices supplied the £90 price and the offer timetable. The company now has an approved prospectus and a live conditional process, with cash proceeds still dependent on subscriptions and admission.
Read more: The Smarter Web Company holders pass three preferred-share resolutions
The next dated test is the Oct. 9 retail deadline. The company expects to disclose the result around Oct. 12, after which the minimum raise and admission conditions will determine whether MORE begins trading on Oct. 14.
