One of the aspects of building a Bitcoin treasury company that gets less attention is the procedural realities of implementing innovation.
This week, Smarter Web had its court hearing to approve our proposed capital reduction. The court hearing on Tuesday went smoothly, and the reduction became effective following registration of the court order and statement of capital at Companies House on Wednesday, at which point we announced the completion via RNS.
Investors often focus on the visible milestones. Behind each of those sits a considerable amount of legal, financial and operational work that rarely makes the headlines but is essential if the strategy is to be executed properly.
On its own, the capital reduction seems like a minor event. In reality, it illustrates some of the behind-the-scenes work required to build new financial infrastructure within the legal and regulatory framework of an established capital market.
In the UK, when a public company issues ordinary shares, the difference between the par value of those shares (in SWC’s case, £0.001 per share) and the price paid for those shares is recorded as “Share Premium” in the company’s financial statements. In our Annual Report published February 2026, this shows up on page 43 in the “Consolidated Statement of Financial Position”.
As a separate but related part of UK company law, there is a concept of “Distributable Reserves” that tracks the portion of a company’s equity that can legally be distributed to shareholders as dividends or used for certain other forms of capital return, such as share buybacks.
If a UK company wants the ability to engage in these types of transactions, they must ensure that from a legal capital perspective, the company has sufficient distributable reserves available. Distributable reserves are most commonly generated from accumulated operating profits, and for this reason, some commentators believed Smarter Web did not have a quick path to obtain distributable reserves. However, these commentators were not aware that distributable reserves can also be created by reducing a company’s share premium account through a court-approved capital reduction.
In Smarter Web’s case, this meant that it was possible to follow the well-trodden and fairly routine procedural path of engaging counsel to petition UK courts to approve a capital reduction in order to reduce the share premium account, creating distributable reserves.
As you might imagine, this pathway involves its own procedural steps, a number of boxes to tick, and specialists necessary to navigate this legal process with the courts. As usual, our counsel did an excellent job of efficiently guiding us through to a positive result.
That result is that the Smarter Web Company has successfully created £210 million of distributable reserves by reducing its share premium account. Those reserves can now be utilised in the future.
For Smarter Web, this unlocks an important capability as we pursue our ambitions to grow as the leading Bitcoin treasury company in the UK. There are more steps to take in that journey, but hopefully this shines a light on the nature of building a Bitcoin treasury company within the regulatory and legal frameworks of an established public market. Progress is made piece by piece, but always with the bigger picture in mind.
During this week I was also pleased to see two upcoming conferences begin their marketing. Bitcoin Treasuries are hosting a conference in New York City on 28 September and immediately after this there is the Canadian Bitcoin Conference with an industry day taking place on 1 October. I will be attending both and look forward to representing Smarter Web. These conferences continue to demonstrate how quickly the Bitcoin treasury ecosystem is evolving. They also provide an excellent opportunity to meet investors and other treasury companies as this new sector continues to develop.
On a personal note, I have been away from the office this week. With a company like Smarter Web, there is never really such a thing as switching off completely, but I have managed to enjoy some family time while still keeping on top of the business. By the time you read this, I will be on my way home after a week’s holiday with my family in Tenerife.
Tenerife has always been a special place for me. I have been visiting the island since I was four years old, and over the years it has become somewhere associated with many happy memories. It also provides a familiar setting to step back, reflect and think about where we are heading.
My wife and our two children have been incredibly supportive ever since I founded Smarter Web, and especially since we became a public company in early 2025. They have always understood the commitment required to build the business. I simply could not devote the time and energy required to build Smarter Web without their support.
I am also grateful to our shareholders, our team, our advisers, our partners and the wider Bitcoin community. Building something ambitious takes time, patience and a significant amount of hard work. It also requires support from many different people, both inside and outside the company.
Every week we take another step towards our long-term ambition. Some weeks those steps are highly visible, while others happen quietly behind the scenes through legal, financial and operational work that lays the foundations for future progress. Thank you, as always, for your continued support.
CEO of The Smarter Web Company, the largest UK Bitcoin treasury company. With 25 years of profitable Internet experience. A developer with creative passion and marketing skills that work.
LSE: #SWC | OTCQB: $TSWCF | FRA: $3M8
