The Smarter Web Company (LSE: SWC), a UK digital services group that keeps Bitcoin as its primary treasury reserve, launched the retail offer of its MORE preferred shares on September 29 after the Financial Conduct Authority approved its prospectus. The conditional offer runs through the Winterflood Retail Access Platform and makes up to 277,777 preferred shares available to UK retail investors at £90 apiece, targeting gross proceeds of £15 million to £25 million.
The terms of MORE
The shares pay an initial cumulative dividend of 12% a year, calculated on a £100 reference amount and paid weekly at a variable rate the board can adjust within fixed parameters. Holders receive a liquidation preference, and the company keeps the right to redeem the shares, but MORE carries no voting rights at shareholder meetings. Alongside an institutional placing announced the same day, the IPO is expected to yield net proceeds of £13.1 million to £22.7 million.
Bitcoin behind the raise
The company frames the raise as a way to strengthen a balance sheet anchored by its Bitcoin Treasury Policy, under which Bitcoin is its primary reserve asset. The group pairs web design, development and digital marketing for more than 500 clients with a policy of holding surplus cash in Bitcoin. Directors say they believe Bitcoin will form a significant part of the future global financial system and plan to deploy the capital toward strategic acquisitions and additional Bitcoin. The group had outlined the preferred-share listing earlier in September, and chief executive Andrew Webley has called the securities the first of their kind in the UK. The prospectus warns that an investment in the company is not an investment in Bitcoin and that the FCA views Bitcoin as high risk.
Timetable and conditions
Admission to the London Stock Exchange Main Market is expected at 8:00 a.m. on October 14, with the retail offer closing at 4:30 p.m. on October 9 and a £500 minimum subscription. The listing remains conditional on raising at least £10 million, signing at least three registered market makers, and leaving at least half of the issued shares in public hands. Results of the retail offer are expected on or around October 12. The offer is not open to investors in the United States, Australia, Canada, Japan or South Africa. The weekly payout mirrors the yield-paying preferred shares that Bitcoin treasury firms such as Strategy have introduced to attract capital.
