REG - Smarter Web Company - Existing Warrants-Voluntary Purchase Offer Results

Smarter WebAnnouncement

09/04/2026 07:00

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RNS Number : 7169Z  Smarter Web Company PLC (The)  09 April 2026

09 April 2026

 

The Smarter Web Company PLC

("The Smarter Web Company" or the "Company")

 

Existing Warrants - Voluntary Purchase Offer Results

 

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) is pleased to
announce the results of the discounted voluntary purchase offer announced on 8
April 2026 ("Voluntary Purchase Offer") for warrant holders to realise value
from the Pre-IPO warrants ("Pre-IPO Warrants") ahead of their vesting.

The total Pre-IPO Warrants purchased under the Voluntary Purchase Offer was
39,000,000 for total consideration of £8,775,000 at a price of 22.5 pence per
warrant. The effective price paid for the warrants represents approximately
0.7 mNAV. All warrants purchased under the Voluntary Purchase Offer will be
cancelled.

Following the cancellation of the purchased Pre-IPO Warrants, 54,066,335
Pre-IPO Warrants remain outstanding. Of these, 25,778,732 are held by Andrew
Webley (Chief Executive Officer) and his spouse, and a further 1,450,000 are
held by directors or employees of the Company.

The Company will draw £8,850,000 from the $30 million Coinbase Strategic
Credit Facility, announced on 24 February 2026, to fund the purchase, as well
as estimated associated costs. It is intended that this debt will subsequently
be financed through a combination of operational cash flow and future equity
issuance and a further update will be provided once this amount is repaid.

The Bitcoin treasury analytics page on the Company's website has been updated
to reflect a short-term debt figure of £9,500,000 (being the £650,000
existing debt plus this new debt). This debt leverage represents approximately
6.6% of the Net Asset Value, with the Voluntary Purchase Offer having reduced
the number of fully diluted shares by 9.85%.

The Company also notes that removing 39,000,000 warrants from the fully
diluted share count has increased the Quarter-to-Date BTC Yield to 10.92%.

 

Andrew Webley, CEO, The Smarter Web Company, commented:

"I am pleased with the outcome of the recent Voluntary Purchase Offer and the
progress made in the early part of the second quarter.

At the time of our listing, the Bitcoin treasury model was relatively untested
in the UK market. Less than a year on, we believe we have demonstrated,
through disciplined execution and a range of strategic initiatives, that there
is a place for this model within the UK public markets.

The Pre-IPO Warrants were issued in the context of limited institutional
support for this strategy at the start and we recognise the role played by
early backers in supporting the Company at that stage.

Since IPO, we have been aware of market focus regarding the potential overhang
associated with these warrants, and today's results represent a further step
in addressing this. The transaction also builds on our efforts to simplify our
capital structure and further enhance transparency for existing and
prospective shareholders. We believe that a simple, easy-to-understand capital
structure provides a strong foundation for sustainable growth.

210k Capital has taken a constructive approach to this process, and we are
pleased to have them as a significant shareholder as we continue to execute on
our strategy.

We remain focused on continuing to build the Company in a measured and
responsible manner, with a clear emphasis on long-term value creation for
shareholders."

 

Enquiries:

 The Smarter Web Company              +44 (0) 117 313 0459

 CEO / Head of Capital Markets

 Andrew Webley / Jamie Knowles

 Tennyson Securities                  +44 (0) 207 186 9030

 Lead Broker

 Peter Krens

 Strand Hanson Limited                +44 (0) 207 409 3494

 Financial Adviser

 James Bellman / Abigail Wennington

 

About The Smarter Web Company:

The Smarter Web Company offers web design, web development and online
marketing services. Clients pay an initial fee, an annual hosting charge and
an optional monthly marketing charge. Growth opportunities exist for The
Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition
strategy targeting other businesses with a view to growing its number of
clients and / or recurring revenue. The Smarter Web Company will only make
acquisitions where the Directors believe the timing and opportunity is
appropriate.

Since 2022, The Smarter Web Company has adopted a policy of accepting payment
in Bitcoin. The Company believes that Bitcoin forms a core part of the future
of the global financial system and as the Company explores opportunities
through organic growth and corporate acquisitions is pioneering the adoption
of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory
news at 07:00 on 28 April 2025 and available on the Company website.

Visit our website: https://www.smarterwebcompany.co.uk
(https://www.smarterwebcompany.co.uk)

Follow us on X: https://x.com/smarterwebuk (https://x.com/smarterwebuk)

The Directors of the Company accept responsibility for the contents of this
announcement.

 

Important Notice:

The Smarter Web Company Plc holds treasury reserves and surplus cash in
Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board
of Directors of the Company considers holding Bitcoin to be in the best
interests of the Company, the Board remains aware that the financial regulator
in the UK (the Financial Conduct Authority or FCA) considers investment in
Bitcoin to be high risk. An investment in the Company is not an investment in
Bitcoin, either directly or by proxy. However, the Board of Directors of the
Company consider Bitcoin to be an appropriate store of value and growth for
the Company's reserves and, accordingly, the Company is materially exposed to
Bitcoin. Such an approach is innovative, and the Board of Directors of the
Company wish to be clear and transparent with prospective and actual investors
in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated in the conduct of its business
by the FCA. And there is currently limited regulation of cryptocurrencies
(such as Bitcoin) in the UK. As with most other investments, the value of
Bitcoin can go down as well as up, and therefore the value of the Company's
Bitcoin holdings can fluctuate. The Company may not be able to realise its
Bitcoin exposure for the same as it paid in the first place or even for the
value the Company ascribes to its Bitcoin positions due to these market
movements. An investment in the Company is not protected by the UK's Financial
Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to
invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin
presents to the Company's financial position. These risks include (but are not
limited to): (i) the value of Bitcoin can be highly volatile, with value
dropping as quickly as it can rise. Investors in Bitcoin must be prepared to
lose all money invested in Bitcoin; (ii) the Bitcoin market is largely
unregulated. There is a risk of losing money due to risks such as
cyber-attacks, financial crime and counterparty failure; (iii) the Company may
not be able to buy or sell its Bitcoin at will. The ability to buy or sell
Bitcoin depends on various factors, including the supply and demand in the
market at the relevant time. Operational failings such as technology outages,
cyber-attacks and comingling of funds could cause unwanted delay; and (iv)
cryptoassets are characterised in some quarters by high degrees of fraud,
money laundering and financial crime. In addition, there is a perception in
some quarters that cyber-attacks are prominent which can lead to theft of
holdings or ransom demands. The Board of Directors of the Company does not
subscribe to such a negative view, especially in relation to Bitcoin. However,
prospective investors in the Company are encouraged to do your own research
before investing.

BTC Yield is a key performance indicator (KPI) that reflects the percentage
change in the ratio of Total Bitcoin Holdings to Shares In Issue (Fully
Diluted) over a given period. The Company uses BTC Yield to assess the
performance of its Bitcoin acquisition strategy, which is intended to be
accretive to shareholders.

Quarter-to-Date BTC Yield specifically measures this percentage change from
the end of the first calendar quarter (31 March 2026) up to the present date.

Net Asset Value is defined as the sum of the market value of Bitcoin held and
our treasury cash balance, less total notional debt.

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