The Smarter Web Company PLC reports £2.16M share sale, plans Coinbase repayment
The Oct. 5 sale leaves 38.3 million previously issued shares unsold as the company targets a £17 million Coinbase loan balance.
Julian Okafor
A £2.16 million ordinary-share sale is slated to reduce a British bitcoin treasury's secured borrowing by about £2 million after the proceeds arrive. The Smarter Web Company PLC LONSWC OTCMKTSTSWCF, a British web design and digital marketing group that holds bitcoin as its primary treasury asset, said on Oct. 5 it sold 2,883,000 ordinary shares for £2,163,160 gross.
The company intends to use part of the proceeds to take its Coinbase credit balance to about £17.0 million from about £19.0 million once it receives the money. Smarter Web has not reported that repayment as complete, and its Oct. 5 notice gives no settlement date. The distinction leaves holders with a share sale already announced and a debt reduction still to be confirmed.
The OTCMKTSTSWCF quote showed the shares at US$1.05 on the OTC market, up 5.56 per cent, as of Oct. 2 at 4 p.m. EDT. That price predates the Oct. 5 news, so it does not measure investors' reaction to this sale. The new block was sold at approximately £0.75 per share, according to the company's announcement.
Unsold Share Pool Holds 38.3 Million Shares
Smarter Web's Oct. 5 notice says it will receive about 98.25 per cent of the gross proceeds. That implies approximately £2.13 million from the £2,163,160 sale before any further costs not specified in the notice. The subscription agreement was announced Dec. 24, 2025, and 38,330,788 issued shares remained unsold under it after the latest sale.
The remaining pool stood at 41,213,788 on Sept. 28, when Smarter Web reported selling 2,710,442 ordinary shares for £1,891,933 gross. The difference between the two reported unsold balances is exactly the 2,883,000 shares in the Oct. 5 sale. Both notices describe sales from a pool of shares already issued under the agreement; the Oct. 5 notice does not announce a fresh issue of 2,883,000 shares.
The Sept. 28 sale also preceded an announced reduction in the Coinbase loan, from about £20.8 million to about £19.0 million. In its Oct. 1 quarterly update, Smarter Web said it had subsequently made that repayment after receiving the earlier share-sale proceeds. The company is following the same stated use of funds this time, although the Oct. 5 repayment remains an intention.
The facility's variable interest rate rose to 6.25 per cent from 6.00 per cent, the Sept. 28 notice said. At a £17.0 million balance, interest costs would depend on the facility's terms and the rate in effect; the Oct. 5 notice does not estimate a saving. The bitcoin collateral also remains in place after the planned repayment.
"The loan remains secured against the Company’s existing Bitcoin holdings and is repayable without additional charges at the Company’s discretion," Smarter Web said in its Oct. 5 announcement.
Bitcoin Holdings Back The Remaining Loan
Smarter Web's Oct. 1 quarterly update put its bitcoin holdings at 2,747 as of Sept. 30. That compares with 2,878 at June 30. The company said the reduction reflected a sale of 177.89 bitcoin to repay a separate convertible instrument, partly offset by purchases during the quarter. Its Oct. 5 share-sale notice does not report a new bitcoin purchase or a change to that holding.
For the quarter ended Sept. 30, the company reported a bitcoin yield of minus 4.35 per cent. It attributed that measure chiefly to the bitcoin sold to repay the convertible instrument, partly offset by removing potential conversion shares from its fully diluted share count. If Smarter Web carries out its Oct. 5 plan, borrowing against its bitcoin holdings will fall; the share sale itself does not add coins to the treasury.
Another listed bitcoin treasury, Matador Technologies Inc. CVEMATA OTCMKTSMATAF, a Toronto company that also develops bitcoin-native products, reported on Oct. 2 that roughly 138 of its approximately 168 bitcoin secured convertible notes. Matador's notes differ from Smarter Web's Coinbase facility, but both disclosures identify coins pledged to lenders. The earlier account of Matador's secured notes also set out its pending preferred-share vote.
Read more: Matador Technologies reports about 168 bitcoin, roughly 138 pledged
The Preferred Offer Has A Separate October Deadline
Smarter Web also has an open preferred-share offer alongside the ordinary-share sales. Its Sept. 29 retail offer notice sets an Oct. 9 retail deadline for MORE preferred shares, with a result expected around Oct. 12 and London trading planned for Oct. 14 if admission conditions are met. The earlier Mugglehead story on the preferred offer reported the targeted £15 million to £25 million gross range.
Read more: The Smarter Web Company PLC seeks up to £25M from MORE preferred shares
The Sept. 29 notice gives each proposed preferred share a nominal value of £0.001. It sets the initial variable dividend rate at 12 per cent a year on a £100 dividend reference amount per preferred share, payable weekly. Their offer is separate from the ordinary-share subscription agreement behind the Oct. 5 sale. The company has not said in its new notice that preferred-share proceeds will repay the Coinbase facility.
The Oct. 9 close of the retail preferred offer is the next dated financing checkpoint. A subsequent Smarter Web regulatory announcement confirming the planned Coinbase repayment, for which the company has given no date, will establish whether the loan balance actually reached about £17.0 million.
