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Any securities referred to in the materials have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”). Accordingly, such securities may not be offered or sold, directly or indirectly, in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with state securities laws. No action has been or will be taken to permit a public offering of securities under the applicable securities laws into the United States
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The initial 12% (variable) rate is expressed per annum, on the Preferred Dividend Reference Amount, calculated daily (365-day year) and is payable weekly.
The Preferred Dividend Reference Amount is fixed at £100. The first weekly period will commence on the first record date (as determined by the Board in accordance with the Articles) following the issuance of the Preferred Shares. The dividend will accrue for each weekly period without the need for any resolution of the Board or the Shareholders.
Subject to the Board’s ability to suspend payment of the dividend as outlined below, the dividend for each weekly period will be paid in cash by no later than 10 clear working days after the end of that weekly period, or such earlier date as the Board may determine. The dividend will be paid to the holders of Preferred Shares on the register at the close of business on the record date (as determined by the Board in accordance with the Articles). Preferred Shares issued in any week prior to the record date will receive the full dividend for that weekly period.
The Board or a duly authorised committee may, in its sole and absolute discretion, suspend payment for any weekly period before payment, without assigning any reason and without liability to holders. If any dividend for a weekly period is not declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), the undeclared or unpaid amount will, from the date on which payment should have been made, accumulate as a non-interest-bearing balance.
The Board may, but will not be obliged to, vary the dividend rate from time-to-time, subject to the following parameters:
The initial rate may not be maintained.
Any dividend not declared or paid when due accumulates as a non-interest-bearing, non-compounding balance; it increases only through further unpaid dividends.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, the dividend rate on the Preferred Shares for any future weekly period may not be decreased, Smarter Web may not pay dividends or make any other distribution on the Preferred Shares in relation to any future dividend weekly period, Smarter Web may not declare or pay dividends or make other distributions on any shares ranking equally with the Preferred Shares unless such dividend or distribution is also declared, paid or made equally to holders of Preferred Shares, Smarter Web may not declare or pay dividends or make any other distribution on the Ordinary Shares or any other share capital ranking junior to the Preferred Shares, and Smarter Web may not buy-back or redeem any of its Ordinary Shares (subject to certain limited exceptions).
Accumulated but unpaid dividends are payable only when the Board resolves to pay them, to the holder at that time.
The Company's ability to pay dividends on the Preferred Shares will be subject to the Companies Act, including the requirement that distributions may only be made out of profits available for distribution and only where the Company has sufficient net assets to do so. The Company may also be restricted from paying dividends by the terms of any financing arrangements, or other contractual obligations to which it becomes subject, or if it does not have available cash to do so.
Smarter Web may redeem some or all Preferred Shares at any time at its sole discretion.
Application will be made to the FCA for admission to the Official List and to the London Stock Exchange for admission to trading on the Main Market.
Subject to Admission, MORE is expected to qualify for ISAs and SIPPs, subject to the rules of the relevant ISA manager or SIPP provider.
The Preferred Shares carry no right to receive notice of, attend, speak or vote at general meetings and no conversion, information or pre-emption rights, except as required by law.
The Company can issue additional Preferred Shares, equal- or junior-ranking securities, but cannot create or issue share capital senior to the Preferred Shares without Preferred Shareholder class consent.
Although the Board can vary the rate, it cannot reduce it below : BoE base rate + 1% p.a. of the Preferred Dividend Reference Amount. Reductions in the dividend rate are limited 0.5% per annum of the Preferred Dividend Reference Amount in aggregate during the course of any four-week period.
If any dividend for a weekly period is not declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), the undeclared or unpaid amount will, from the date on which payment should have been made, accumulate as a non-interest-bearing balance.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, the dividend rate on the Preferred Shares for any future weekly period may not be decreased.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, Smarter Web may not pay dividends or make any other distribution on the Preferred Shares in relation to any future dividend weekly period, Smarter Web may not declare or pay dividends or make other distributions on any shares ranking equally with the Preferred Shares unless such dividend or distribution is also declared, paid or made equally to holders of Preferred Shares, and Smarter Web may not declare or pay dividends or make any other distribution on the Ordinary Shares or any other share capital ranking junior to the Preferred Shares.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, Smarter Web may not buy-back or redeem any of its Ordinary Shares (subject to certain limited exceptions).
If the Company elects to redeem the Preferred Shares, holders receive £110 per share, plus accumulated unpaid dividends. At least 10 working days' written notice is required.
On liquidation or winding-up, Preferred holders rank ahead of Ordinary Shareholders and are entitled, subject to creditor claims, to £100 per Preferred Share plus accrued but unpaid preferred dividends.
Subject to the provisions of the Companies Act, the rights attached to Preferred Shares may only be altered either with the consent in writing of Shareholders representing at least three-quarters of the nominal value of the issued Preferred Shares, or with the sanction of a special resolution at a separate meeting of the Preferred Shareholders.
The Company can issue additional Preferred Shares, equal- or junior-ranking securities, but cannot create or issue share capital senior to the Preferred Shares without Preferred Shareholder class consent.
Although the Board can vary the rate, it cannot reduce it below : BoE base rate + 1% p.a. of the Preferred Dividend Reference Amount. Reductions in the dividend rate are limited 0.5% per annum of the Preferred Dividend Reference Amount in aggregate during the course of any four-week period.
If any dividend for a weekly period is not declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), the undeclared or unpaid amount will, from the date on which payment should have been made, accumulate as a non-interest-bearing balance.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, the dividend rate on the Preferred Shares for any future weekly period may not be decreased.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, Smarter Web may not pay dividends or make any other distribution on the Preferred Shares in relation to any future dividend weekly period, Smarter Web may not declare or pay dividends or make other distributions on any shares ranking equally with the Preferred Shares unless such dividend or distribution is also declared, paid or made equally to holders of Preferred Shares, and Smarter Web may not declare or pay dividends or make any other distribution on the Ordinary Shares or any other share capital ranking junior to the Preferred Shares.
If any dividend for a weekly period has not been declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), for so long as any part of that dividend remains unpaid, Smarter Web may not buy-back or redeem any of its Ordinary Shares (subject to certain limited exceptions).
If the Company elects to redeem the Preferred Shares, holders receive £110 per share, plus accumulated unpaid dividends. At least 10 working days' written notice is required.
On liquidation or winding-up, Preferred holders rank ahead of Ordinary Shareholders and are entitled, subject to creditor claims, to £100 per Preferred Share plus accrued but unpaid preferred dividends.
Subject to the provisions of the Companies Act, the rights attached to Preferred Shares may only be altered either with the consent in writing of Shareholders representing at least three-quarters of the nominal value of the issued Preferred Shares, or with the sanction of a special resolution at a separate meeting of the Preferred Shareholders.
Dividend funding sources
The Company's strategy combines the operation and acquisition of cash-generative businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.
The primary objectives of the Bitcoin Treasury Policy are to support the Company’s overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.
As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.
The Ordinary Shares are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.
Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025.
Smarter Web holds Bitcoin as its primary treasury reserve asset and a significant portion of its assets is in Bitcoin. Smarter Web intends to use part of the net proceeds of the Offer to acquire additional Bitcoin for the Group's treasury reserve. Bitcoin is held with institutional third-party custodians and is not self-custodied by Smarter Web.
Bitcoin does not generate interest, dividends or other income. An investment in the Preferred Shares is an investment in securities of Smarter Web, not a direct investment in Bitcoin or a proxy, tracker or exchange-traded product providing direct exposure to Bitcoin. If dividends are not funded from operating cash flows or new capital, Smarter Web may need to use cash reserves or sell Bitcoin, potentially at a loss. Bitcoin price volatility, custody failure, cyberattack or loss of market access could reduce the value of the holdings or impair Smarter Web's ability to fund dividends.
The initial rate (which is variable) is 12% p.a. of a reference price of £100.
Yes the dividend rate can be increased or decreased (please see 'Variable rate' above). It can also be suspended at any time (please see 'Annualised dividend' above).
Weekly. Dividends are not guaranteed and may be reduced, increased or suspended.
The Directors intend that dividends payable in respect of the Preferred Shares will be supported through a combination of prudent balance sheet management, operating cash generation and active capital allocation. The Company operates a live Bitcoin treasury dashboard on its website providing real-time visibility of key treasury metrics. However, your capital is at risk.
The Directors believe that the Company has multiple potential sources from which the dividend obligations of the Preferred Shares may be satisfied. These include:
Expected to be available on most major brokers. Expected to be admitted to trading on the London Stock Exchange on or around 14 October 2026. Expected to be available in ISAs, SIPPs and general investment accounts.
Bitcoin is the world's first and largest decentralised digital asset. Unlike traditional currencies, it is not issued or controlled by any government or central bank. Instead, it operates on a secure, transparent blockchain network that enables ownership and transactions to be independently verified.
Bitcoin has a fixed maximum supply of 21 million coins, making it a scarce digital asset. This scarcity, combined with its growing global adoption, has led many individuals, institutions and companies to view Bitcoin as a long-term store of value.
The Company believes Bitcoin is a unique strategic treasury asset and has adopted a Bitcoin Treasury Policy to support its long-term capital allocation strategy.
Dividends may not be paid in full or at all. Payment is subject to Board discretion, applicable law, sufficient profits available for distribution, net assets and available cash, and any financing, covenant, liquidity or other contractual restrictions. Cross-defaults, payment blockages or dividend stoppers could prevent payment even where Smarter Web has cash. Unpaid dividends accumulate but do not compound or bear interest.
The initial 12% rate may not be maintained. The Board may vary it within the applicable parameters, but may not decrease the rate if any dividend on the Preferred Shares for a Dividend Weekly Period has not been declared or paid in full and at the relevant time remains unpaid. Weekly payments create operational and cash-management demands; system failures, fluctuating reserves, volatile Bitcoin markets or constrained cash flows could delay or prevent payment. If funding is constrained, Smarter Web may need to raise capital or sell Bitcoin at an unfavourable time, crystallising losses.
A significant portion of Smarter Web's assets is in Bitcoin, which is highly volatile and does not generate income. Bitcoin is held with third-party custodians; cyberattacks, custodian insolvency or failure, loss of access or adverse market conditions could reduce its value, impair liquidity, reduce net assets or distributable reserves and affect dividend payments. Regulatory, accounting or tax changes could also adversely affect the Group.
On a winding-up, the Preferred Shares rank behind creditors and other prior-ranking liabilities and ahead of Ordinary Shares. The £100 liquidation preference plus accrued unpaid dividends is payable only from surplus assets. Smarter Web may incur additional indebtedness ranking ahead and may issue further Preferred Shares or other equal or junior-ranking share capital.
There is no assurance that an active or liquid market will develop or that the Preferred Shares can be sold at or above the Offer Price or liquidation preference. Smarter Web may redeem some or all Preferred Shares at any time at £110 per share plus accumulated unpaid dividends; holders have no right to require redemption and may be unable to reinvest on comparable terms. The Preferred Shares are non-voting and carry no attendance, information, conversion or pre-emption rights, except as required by law or their terms.
Smarter Web’s group of companies operate in a competitive, technology-driven market and has a relatively short operating history in its current form. Failure to grow, integrate acquisitions, manage technology or retain key personnel, or inability to raise capital on acceptable terms, could reduce revenues, profitability, net assets and distributable reserves.
For full details of MORE, including the terms of the Preferred Shares, key risks and other important information, please read the Prospectus and Retail Summary Document.
MORE Prospectus MORE Retail Summary Document
Additional information
This is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000. It is issued and approved by Tennyson Securities, corporate partner of Shard Capital Partners LLP, 36-38 Cornhill, London EC3V 3NG which is authorised and regulated by the Financial Conduct Authority. This communication is for information purposes only and does not constitute an offer or solicitation to buy, sell or subscribe for any securities. Any investment decision must be made solely on the basis of the information contained in the Prospectus published by The Smarter Web Company PLC, available at www.smarterwebcompany.co.uk. Approval of the Prospectus by the FCA should not be understood as an endorsement of the Preferred Shares. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Preferred Shares.
The Smarter Web Company PLC. Registered in England and Wales No. 00092343. Registered Office: 160 Aztec West, Almondsbury, Bristol BS32 4TU.
* Initial cumulative preferential dividend rate of 12% p.a. on a £100 Preferred Dividend Reference Amount - variable at the Board’s discretion within the applicable parameters. The Board or a duly authorised committee may, in its sole and absolute discretion, suspend payment for any Dividend Weekly Period before payment, without assigning any reason and without liability to holders. If any dividend for a weekly period is not declared or paid in full on or before its due date for payment (excluding any dividend which a holder of Preferred Shares has waived the right to receive), the undeclared or unpaid amount will, from the date on which payment should have been made, accumulate as a non-interest-bearing balance
** The availability of a dividend cash balance does not guarantee the payment of a dividend.
