Smarter Web Company Raises £207,227 Through Placement of 703,160 Shares at £0.295 Each Under Subscription Agreement

Details of Share Placement and Capital Raising Progress

Smarter Web Company has completed a share placement under the Subscription Agreement framework established in December 2025. The placement involved 703,160 Ordinary Shares, raising gross proceeds of £207,227 at approximately £0.295 per share. After deducting expenses, the company will receive about 98.25% of the gross proceeds, equating to roughly £203,596 in net capital. This represents the initial tranche issued under the subscription facility, showcasing the company's capability to access capital markets through a pre-arranged agreement.

The Subscription Agreement includes a significantly larger tranche of shares remaining available for placement. The announcement reveals that 47,449,230 Ordinary Shares have yet to be placed under subscription terms, providing the company with substantial flexibility to raise additional funds in the future if market conditions are favourable or if capital deployment opportunities arise. This tiered capital raising strategy allows the company to manage dilution and share price impact more effectively than a single large placing.

Business Model and Revenue Streams of The Smarter Web Company

The Smarter Web Company operates within the digital services sector, offering web design, development, and online marketing solutions. Its revenue model is based on three main income streams: initial fees for new client web service creation and setup, annual hosting fees for active clients, and optional monthly marketing subscriptions for clients seeking additional marketing support and strategy. This combination of project-based and recurring subscription income provides revenue stability alongside growth potential through service expansion and client acquisition.

The company emphasizes recurring revenue from hosting and marketing subscriptions, a valued feature in growth and technology sectors due to predictability and visibility. Initial fees help establish client relationships and monetize service creation, while annual hosting fees generate baseline recurring income. Optional marketing services offer upselling opportunities within the existing client base, increasing revenue without significant new client acquisition costs. This model aligns with modern software-as-a-service and digital services pricing structures.

Growth Strategy: Organic Expansion and Targeted Acquisitions

Smarter Web Company has outlined a dual growth strategy combining organic expansion of current services with a focused acquisition program. The company believes there is potential to deepen service penetration within its existing market and client base. Alongside organic growth, it plans to pursue acquisitions to increase its client portfolio and recurring revenue streams. The Board intends to pursue acquisitions selectively, based on timing and opportunity.

This acquisition approach is common in the digital services and web technology sectors, where consolidation and bolt-on acquisitions enable rapid scaling and service diversification. By targeting businesses with complementary services or client bases, Smarter Web Company aims to realize synergies through cross-selling and operational integration. Capital raised through the subscription agreement may be used for acquisitions, although no specific targets have been committed. The disciplined M&A approach highlights the company’s financial prudence.

Bitcoin Treasury Policy and Cryptocurrency Strategy

Since 2022, Smarter Web Company has accepted Bitcoin payments from clients and implemented a Bitcoin Treasury Policy as part of its corporate strategy. The company holds treasury reserves and surplus cash in Bitcoin, reflecting the Board’s conviction that Bitcoin is integral to the future global financial system. This unconventional approach for a listed company underscores its belief in cryptocurrency’s long-term value. The company detailed this vision in "The 10 Year Plan" published via regulatory news on 28 April 2025.

By accepting Bitcoin payments and holding reserves in the cryptocurrency, Smarter Web Company exposes itself to Bitcoin price volatility, which directly affects shareholders. The company has been transparent about this exposure and the associated risks, noting that the UK Financial Conduct Authority classifies Bitcoin investments as high risk and that cryptocurrency regulation remains limited in the UK.

Risks Linked to Bitcoin Holdings and Cryptocurrency Exposure

The company has disclosed extensive risks related to its Bitcoin holdings and cryptocurrency strategy. It acknowledges Bitcoin’s high volatility, with prices capable of rapid declines as well as rises, and warns investors to be prepared for potential total loss of invested funds. The largely unregulated Bitcoin market carries risks from cyber-attacks, financial crime, and counterparty failures, introducing financial risks distinct from typical operational risks in the web services business.

Additional risks include liquidity constraints, where the company may face challenges buying or selling Bitcoin holdings depending on market supply and demand. Operational risks such as technology failures or cyber-attacks could delay access to funds. The company also highlights prevalent fraud, money laundering, and theft risks within the cryptocurrency sector. Despite these concerns, the Board remains confident in Bitcoin’s long-term prospects but advises investors to conduct independent research before investing.

Regulatory Environment and Investment Protection Limitations

Smarter Web Company is not authorised or regulated by the Financial Conduct Authority in its business operations, and cryptocurrency investments continue to face limited regulatory oversight in the UK. This creates a regulatory gap compared to protections typically available to investors in regulated financial services. The company clarifies that investing in it is not equivalent to investing directly or indirectly in Bitcoin, though its exposure to Bitcoin means share value is influenced by cryptocurrency market and regulatory developments.

Investors should note that investments in the company are not covered by the UK Financial Ombudsman Service or the Financial Services Compensation Scheme, which normally protect investors in regulated entities. This absence of consumer protections is a significant consideration when assessing the company’s risk profile. The evolving regulatory landscape for cryptocurrencies could materially impact the company’s ability to accept Bitcoin payments, hold Bitcoin reserves, or maintain its current business model. The Board acknowledges these risks and commits to transparency regarding Bitcoin exposure.

Listing Information and Securities Trading Details

The Smarter Web Company is listed on the London Stock Exchange under the ticker SWC, granting access to UK equity markets and institutional investors. It also trades on the OTCQB in the US under ticker TSWCF and on the Frankfurt Stock Exchange under ticker 3M8, broadening its international investor reach. This multi-exchange listing strategy reflects the company’s ambition to attract a diverse global investor base and enhance liquidity across regions.

While multiple listings increase compliance obligations, they also provide trading flexibility and access to capital markets aligned with the company’s cryptocurrency-friendly positioning. The multi-jurisdictional approach likely targets investor interest in North America and continental Europe, where digital services and crypto-related businesses have strong appeal.

Share Placement Pricing and Impact on Shareholders

The 703,160 shares placed were priced at approximately £0.295 each, setting a reference point for the subscription tranche. The immediate effect on the share price is unclear from public data, and this price may differ from recent trading levels. The gross proceeds of £207,227 represent a modest capital raise, indicating this tranche is an initial drawdown from the larger subscription facility, which still has 47,449,230 shares available.

The placement dilutes existing shareholders, though precise dilution cannot be calculated without knowing the total shares outstanding before issuance. Continued share placements at or near £0.295 could cause incremental dilution. The large remaining share availability under the facility suggests potential for significant dilution if fully utilized, especially if share prices do not rise above the placement price.

Investor Contacts and Advisory Team

Andrew Webley serves as CEO and CFO, with Oliver Hewett also listed as a senior contact for investor relations. Both can be reached at +44 (0) 117 313 0459. Tennyson Securities acts as Lead Broker, with Peter Krens as the primary contact (+44 (0) 207 186 9030). Strand Hanson Limited provides financial advisory services, with James Bellman and Abigail Wennington available at +44 (0) 207 409 3494.

Engagement with established brokers and advisers underscores the company’s commitment to professional capital raising and communication standards. These named contacts offer investors clear channels for inquiries about the subscription agreement, capital raising, and corporate matters.

Outlook and Future Capital Raising Plans

The company has not specified timing or frequency for future share placements under the subscription agreement nor disclosed target capital amounts for the remaining 47,449,230 shares. Its approach appears opportunistic, with placements executed as market conditions and capital needs dictate. No specific revenue or profit guidance was provided in this announcement, though "The 10 Year Plan" from 28 April 2025 offers more detail on long-term strategy.

This flexible capital raising mechanism allows the company to issue shares at varying prices and times, offering financing versatility but also uncertainty regarding dilution and valuation. The strategic focus on acquisitions and organic growth suggests capital raised will support these initiatives, although no firm acquisition targets or timelines have been announced. Investors seeking more detail on capital allocation and growth prospects should review "The 10 Year Plan" or contact the company directly.