Key Takeaways
The Smarter Web Company has secured shareholder approval for MORE, its new perpetual preferred stock, and subsequently launched an initial public offering targeting £15 million to £25 million to support its Bitcoin treasury and operating businesses.
Shareholders approved the necessary resolutions on Sept. 28. A day later, the British company announced that the Financial Conduct Authority had approved its prospectus, allowing the offering to move forward.
Trading on the London Stock Exchange’s Main Market is expected to begin Oct. 14, subject to completion conditions.
The development goes further than the preliminary proposal outlined earlier this month, giving The Smarter Web Co another potential source of long-term funding alongside its existing ordinary shares.
All three resolutions passed with more than 99.8% support, giving directors authority to issue preferred shares, permitting market purchases of those securities and amending the company’s articles of association.
The amendment received 99.86% support, while the allotment authority passed with 99.84%. Shareholders also approved the buyback authority with 99.86% backing. The revised articles took effect immediately after the meeting.
Chief executive Andrew Webley said the company believes MORE will be the first sterling-denominated perpetual preferred share listed on the LSE Main Market by a UK-incorporated commercial company pursuing a Bitcoin treasury strategy.
That description is narrower than a general claim that Britain has approved its first Bitcoin investment product.
The IPO includes an institutional placing and a retail offering through the Winterflood Retail Access Platform. Eligible retail investors must apply through participating brokers, wealth managers or investment platforms, with a minimum subscription of £500.
Retail applications are scheduled to close at 4:30 p.m. London time on Oct. 9, although individual intermediaries may impose earlier deadlines.
MORE shares are being offered at £90 each, with an initial annual dividend of 12% calculated against a £100 reference amount. That equates to £12 per share annually, or approximately 13.3% of the offer price, if the initial rate is maintained and payments are made.
Dividends are payable weekly, but the rate is variable, and payments can be suspended. Unpaid dividends accumulate without interest or compounding.
The company’s published terms set a dividend-rate ceiling of 20% and a floor at the Bank of England base rate plus 1 percentage point.
The securities have no fixed maturity and carry no voting rights at general meetings.
The Smarter Web can redeem them for £110 each plus accumulated unpaid dividends, but holders cannot demand redemption.
In liquidation, preferred shareholders rank ahead of ordinary shareholders but behind creditors. Despite the “Bitcoin-backed” description, MORE represents ownership of company securities rather than direct ownership of Bitcoin.
The company warns that Bitcoin volatility, custody problems, and restricted access to capital could affect dividend funding.
The Smarter Web expects net IPO proceeds of approximately £13.1 million to £22.7 million. Its allocation plan earmarks £5 million to £8 million for additional Bitcoin and £500,000 for operational business growth.
The largest allocation, £7.63 million to £14.16 million, is intended for working capital and general corporate purposes, including maintaining dividend cash reserves.
The company also plans a preferred-share at-the-market facility to raise additional capital over time, subject to market conditions.
Its strategy combines digital services businesses with Bitcoin accumulation, seeking to increase Bitcoin per ordinary share.
Completion still requires at least £10 million in gross proceeds, three registered market makers, and the specified public-shareholding thresholds. If those conditions are not met, the IPO and admission will not proceed.