The Smarter Web Company PLC, the UK-based Bitcoin treasury company, has confirmed the launch of an initial public offering of a new class of non-voting preferred shares reserved under the ticker MORE, after the Financial Conduct Authority approved the related prospectus.
The London-listed web and digital marketing group said it is targeting gross proceeds of £15 million to £25 million, with net proceeds estimated at £13.1 million to £22.7 million after fees.
The company plans to issue up to 277,777 preferred shares at £90 each. If issued, the shares would carry a cumulative variable-rate weekly preferential dividend, a liquidation preference and a company right of redemption, but no vote at general meetings. The initial dividend rate is set at 12% a year of £100 per preferred share. The board may change that rate later, subject to stated parameters.
The offering follows shareholder approval at a general meeting on September 28, when resolutions to amend the articles, allot preferred shares and authorize market purchases all passed with more than 99.8% support. That vote was based on the company’s September 11 intention-to-float notice.
Offer terms, timetable, and conditions
The IPO comprises an institutional placing in the United Kingdom and a retail offer for UK-resident investors through the Winterflood Retail Access Platform and participating brokers. The retail offer opened on September 29 and is expected to close at 4.30 p.m. London time on October 9, subject to change. Results are expected around October 12, with admission targeted for 8.00 a.m. on October 14.
Admission would place the preferred shares on the non-equity shares and non-voting equity shares category of the FCA Official List and on the London Stock Exchange Main Market. The prospectus is to be published on the company website and the FCA National Storage Mechanism. FCA approval is not an endorsement of the securities.
The IPO will not proceed unless several conditions are met, including at least £10 million in gross proceeds, at least three registered market makers at admission, and a public-hands threshold. Strand Hanson is financial adviser. Tennyson Securities is broker and retail-offer coordinator. From admission, the company also intends to operate a preferred-share at-the-market facility.
Use of proceeds and Bitcoin treasury context
Smarter Web said net proceeds and existing cash are intended for working capital and general corporate purposes, including cash reserves for dividends; £5 million to £8 million for additional Bitcoin; and £500,000 for operational growth. If the raise falls short of £15 million, allocations would be adjusted in that order of priority.
The company reported holdings sits at 2,747 Bitcoin after buying 35 BTC on September 2. At the prevailing BTC price of $84,100, Smarter Web’s holdings are valued at $231.02 million while the firm has a total cost basis of $306.27 million. This puts the firm at significant loss with average purchase price of $111,492 per coin.
Directors said dividends could be funded from operating cash flow, cash reserves, the Bitcoin treasury, or later capital-markets issuance. Those are stated potential sources, not a guarantee of payment. An investment in MORE is not a direct investment in Bitcoin, and completion remains subject to the conditions in the official announcements.
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