REG - Smarter Web Company - Proposed Capital Reduction and Notice of GM

Smarter WebAnnouncement

Mon 14:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260601:nRSA5141Ga&default-theme=true

RNS Number : 5141G  Smarter Web Company PLC (The)  01 June 2026

1 June 2026

 

The Smarter Web Company PLC

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

Proposed Capital Reduction and Notice of General Meeting

 

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that it
has today posted a circular including a notice of general meeting of the
Company (the "General Meeting") to be held at 160 Aztec West, Almondsbury,
Bristol, BS32 4TU on Wednesday 17 June 2026 at 10:00 a.m.

The General Meeting is being convened to obtain authority from shareholders
for a proposed reduction by the Company of its share premium account by
£210,000,000 (the "Capital Reduction").

While the Company does not currently have any intention to pay dividends to
holders of ordinary shares, in line with its stated strategy, the Company may,
in the future, undertake other corporate actions for which the Company will
require distributable reserves. Such corporate actions could include the
issuance of an alternative equity line which has attached to it a right to
receive dividends or buy-backs of the Company's share capital. Effecting the
Capital Reduction now will give the Company sufficient flexibility to
undertake such actions in the future, should the Board consider it appropriate
or desirable to do so.

The Capital Reduction will create distributable reserves but does not, of
itself, authorise any specific application of those reserves. Shareholders
should note that: (i) further approvals would likely need to be sought from
shareholders to effect any such corporate action which may involve the
application of distributable reserves; and (ii) in seeking the approval of
shareholders for the proposed Capital Reduction at the General Meeting, the
directors of the Company (the "Directors"; collectively the "Board") are not
indicating any commitment to undertake any future corporate action for which
the Company will require distributable reserves, and there is no certainty
that any corporate action that requires distributable reserves will be
effected by the Company in the future.

The Capital Reduction will not involve any distribution or repayment of
capital or share premium by the Company or affect the net assets of the
Company.  Nor will it affect the number of ordinary shares or other
securities issued by the Company, including its convertible loan notes,
warrants and options, or the terms and conditions that apply to the
convertible loan notes, warrants and options issued by the Company.

Subject to both the passing of the special resolution at the General Meeting
and the High Court of Justice in England and Wales (the "Court") approving the
Capital Reduction, it is expected that the effective date of the Capital
Reduction ("Effective Date") will be on or around Wednesday 15 July 2026.

The circular (containing further details of the proposals and including the
notice of General Meeting) and a form of proxy (the "Form of Proxy"), has been
posted to shareholders today and will be made available on the Company's
website at: https://www.smarterwebcompany.co.uk/
(https://www.smarterwebcompany.co.uk/) .

The circular also contains details of a historic serious loss of capital
within the Company.  Under s656(1) of the Companies Act 2006 (as amended),
the Directors are required to call a general meeting to consider whether any
and, if so, what steps should be taken to deal with the serious loss of
capital. Although the Directors propose to address this matter as part of the
General Meeting, it does not relate to the Capital Reduction or the Company's
current business and is a historic issue.

A copy of the circular (including the notice of General Meeting), together
with the Form of Proxy will be submitted to the National Storage Mechanism
maintained by the Financial Conduct Authority ("FCA") and will shortly be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) in accordance with
UKLR 6.4.1R.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                  Time and date
 Publication of the circular (including the notice of General Meeting)  1 June 2026
 Latest time and date for receipt of Forms of Proxy                     10:00 a.m. on 15 June 2026
 General Meeting                                                        10:00 a.m. on 17 June 2026
 Expected date of initial directions hearing of the Court               3 July 2026
 Expected date of Court hearing to confirm the Capital Reduction        14 July 2026
 Expected Effective Date                                                15 July 2026

 

Notes

(1.) The expected dates for the initial directions hearing of the Court and
the Court hearing to confirm the Capital Reduction are based on provisional
dates that have been obtained for the required Court hearings. These
provisional hearing dates are subject to change and are dependent on the
Court's timetable.

(2.) The Effective Date will depend on, amongst other things, the date on
which the Court confirms the Capital Reduction.

(3.) The timetable assumes that there is no adjournment of the General
Meeting.  If there is an adjournment, all subsequent dates are likely to be
later than those shown.

(4.) If the expected dates set out above change, the Company will give notice
of this by issuing an announcement via a Regulatory Information Service
("RIS").

 

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, it is pioneering the
adoption of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via RIS at 07:00
a.m. 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 Smarter Web Company's Legal Entity Identifier (LEI) is
213800VQO9FUG4PZMP73.

Important Notice:

The Smarter Web Company holds treasury reserves and surplus cash in Bitcoin.
Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board considers
holding Bitcoin to be in the best interests of the Company, the Board remains
aware that the FCA, the financial regulator in the United Kingdom of Great
Britain and Northern Ireland ("UK") 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 considers 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 wishes 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 value 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 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
does not subscribe to such a negative view, especially in relation to Bitcoin.
However, prospective investors in the Company are encouraged to do their own
research before investing.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore persons into whose
possession this document comes should inform themselves of and observe such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Forward looking statements

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". Forward-looking statements give the Company's
current expectations or forecasts of future events. An investor can identify
these statements by the fact that they do not relate strictly to historical or
current facts. They use words such as 'anticipate', 'estimate', 'expect',
'intend', 'will', 'project', 'plan', 'believe', 'target', 'outlook', 'aim',
'ambition', 'could', 'goal', 'may', 'seek', 'should' and other words and terms
of similar meaning. Forward-looking statements in this announcement include,
but are not limited to, statements regarding the Company's strategy, plans and
objectives, the expected timetable for the Capital Reduction, the initial
directions hearing and the Court hearing to confirm the Capital Reduction, the
expected effective date of the Capital Reduction, the creation of
distributable reserves and any future corporate actions for which the Company
may require distributable reserves.

Other than in accordance with their respective legal or regulatory obligations
(including under the Market Abuse Regulation, the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the FCA), the Company, Strand
Hanson Limited and Tennyson Securities (a trading name of Shard Capital
Partners LLP) expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise.

Accordingly, no assurance can be given that any particular expectation will be
met and readers are cautioned not to place undue reliance on the
forward-looking statements.

Forward-looking statements are subject to assumptions, inherent risks and
uncertainties, many of which relate to factors that are beyond the Company's
control or precise estimate. The Company cautions investors that a number of
important factors could cause actual results to differ materially from those
expressed or implied in any forward-looking statement. Any forward-looking
statements made by or on behalf of the Company speak only as of the date they
are made and are based upon the knowledge and information available to the
Directors on the date of this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGAKDBNNBKDOAK



            Copyright 2019 Regulatory News Service, all rights reserved