The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) is pleased to announce the results of the discounted voluntary purchase offer announced on 8 April 2026 (“Voluntary Purchase Offer”) for warrant holders to realise value from the Pre-IPO warrants (“Pre-IPO Warrants”) ahead of their vesting.
The total Pre-IPO Warrants purchased under the Voluntary Purchase Offer was 39,000,000 for total consideration of £8,775,000 at a price of 22.5 pence per warrant. The effective price paid for the warrants represents approximately 0.7 mNAV. All warrants purchased under the Voluntary Purchase Offer will be cancelled.
Following the cancellation of the purchased Pre-IPO Warrants, 54,066,335 Pre-IPO Warrants remain outstanding. Of these, 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.
The Company will draw £8,850,000 from the $30 million Coinbase Strategic Credit Facility, announced on 24 February 2026, to fund the purchase, as well as estimated associated costs. It is intended that this debt will subsequently be financed through a combination of operational cash flow and future equity issuance and a further update will be provided once this amount is repaid.
The Bitcoin treasury analytics page on the Company’s website has been updated to reflect a short-term debt figure of £9,500,000 (being the £650,000 existing debt plus this new debt). This debt leverage represents approximately 6.6% of the Net Asset Value, with the Voluntary Purchase Offer having reduced the number of fully diluted shares by 9.85%.
The Company also notes that removing 39,000,000 warrants from the fully diluted share count has increased the Quarter-to-Date BTC Yield to 10.92%.
Andrew Webley, CEO, The Smarter Web Company, commented:
“I am pleased with the outcome of the recent Voluntary Purchase Offer and the progress made in the early part of the second quarter.
At the time of our listing, the Bitcoin treasury model was relatively untested in the UK market. Less than a year on, we believe we have demonstrated, through disciplined execution and a range of strategic initiatives, that there is a place for this model within the UK public markets.
The Pre-IPO Warrants were issued in the context of limited institutional support for this strategy at the start and we recognise the role played by early backers in supporting the Company at that stage.
Since IPO, we have been aware of market focus regarding the potential overhang associated with these warrants, and today’s results represent a further step in addressing this. The transaction also builds on our efforts to simplify our capital structure and further enhance transparency for existing and prospective shareholders. We believe that a simple, easy-to-understand capital structure provides a strong foundation for sustainable growth.
210k Capital has taken a constructive approach to this process, and we are pleased to have them as a significant shareholder as we continue to execute on our strategy.
We remain focused on continuing to build the Company in a measured and responsible manner, with a clear emphasis on long-term value creation for shareholders.”
Enquiries:
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The Smarter Web Company CEO / Head of Capital Markets Andrew Webley / Jamie Knowles
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+44 (0) 117 313 0459 |
