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

Smarter WebAnnouncement

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RNS Number : 3123W  Smarter Web Company PLC (The)  12 March 2026

12 March 2026

 

The Smarter Web Company PLC

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

Existing Warrants - Voluntary Purchase Offer

 

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces its
intention to make a discounted voluntary purchase offer for holders of certain
existing warrants granted in April 2025, exercisable between 24 April 2026 and
24 April 2028 (the "Pre-IPO Warrants"), to enable third-party Pre-IPO Warrant
holders to realise value from their warrants ahead of their vesting (the
"Voluntary Purchase Offer").

 

Pre-IPO Warrants Overview

Under the terms of the Pre-IPO Warrants, holders are entitled to subscribe for
new ordinary shares of 0.1p in the Company ("Ordinary Shares") at an exercise
price of 2.5 pence per share for a two-year period between 24 April 2026 and
24 April 2028.

The total number of Pre-IPO warrants outstanding is 96,066,335, of which, in
aggregate 66,228,732 are held by parties related to the Company, comprising
39,000,000 held by 210k Capital L.P., an existing significant shareholder
affiliated with Tyler Evans (Non-Executive Director), 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 ("Related
Holdings").

 

Pre-IPO Warrant - Discounted Voluntary Purchase Offer

To minimise any potential market disruption arising from the exercise of the
Pre-IPO Warrants and to allow relevant warrant holders, at their election, to
realise value from their Pre-IPO Warrants prior to their vesting date, the
Company is making a voluntary offer to purchase Pre-IPO warrants from all
third-party holders ("Warrant Holders").

The offer price is based on:

·    A reference share price of 30 pence per share (the closing bid price
on 11 March 2026) ("Reference Price")

·    The 2.5 pence warrant exercise price

·    A 25% discount to the net of the Reference Price less the warrant
exercise

This results in an offer price of:

·    20.6 pence per warrant

This means Warrant Holders who wish to accept the offer will receive 20.6
pence per Pre-IPO Warrant in cash, ahead of their vesting on 26 April 2026,
without needing to fund the exercise of their Pre-IPO Warrants.

Participation in this offer is entirely optional, and Warrant Holders remain
free to retain their Pre-IPO Warrants and exercise them in accordance with
their terms once they become exercisable. In order to avoid any perception of
conflict, the Voluntary Purchase Offer will be made to all Warrant Holders
other than those with Related Holdings (as set out above).

It is noted that the Board also reserves the right, at its sole discretion, to
withdraw or amend the offer at any time prior to the closing date should it
consider this to be in the best interests of the Company and its shareholders.

 

Strategic Rationale

The Company believes the Voluntary Purchase Offer represents a balanced
approach that:

·    provides optional liquidity to Warrant Holders who may wish to
realise value a fixed value for their Pre-IPO Warrants; and

·    allows the Company to simplify its share capital structure and manage
potential equity overhang in an orderly manner; and

·    subject to acceptance, noting the discount to intrinsic value,
provide the potential to improve the Company's Bitcoin metrics, including BTC
Yield.

The Company intends to fund any purchases up to a maximum offer size of £5
million through a combination of cash resources and new debt using a portion
of the Coinbase Strategic Credit Facility, announced on 24 February 2026. It
is noted that the Company currently has no outstanding debt, and it is
intended that any borrowings will be repaid in the short term through a
combination of operational cash flow and future equity issuance.

The total value of all outstanding Pre-IPO Warrants under the offer terms,
excluding those held by related holders, is approximately £6.2 million.
Should the offer be oversubscribed, the Company may, at its discretion,
increase the size of the Voluntary Purchase Offer or scale back the offer.

The Board believes that using a mixture of cash and a modest and targeted use
of short-term borrowings for this specific purpose is in the best interests of
all shareholders, as it supports balance sheet flexibility and capital
structure optimisation.

 

Closing Date

The Voluntary Purchase Offer will remain open until 17:00 (UK time) on Friday
13 March 2026 ("Offer Deadline").

All Warrant Holders eligible for this offer will shortly receive an email and
associated acceptance documents to complete, should they wish to accept this
offer. Warrant Holders who wish to accept this offer and do not receive this
email today are able to contact the Company by email at
ir@smarterwebcompany.co.uk.

If you are a Warrant Holder and do not wish to accept the Voluntary Purchase
Offer, no further action is required at this stage.

The Company will further update shareholders through a regulatory announcement
following the Offer Deadline.

 

Enquiries:

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

 CEO

 Andrew Webley

 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.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019.

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