Smarter Web IPO targets £25M for UK’s first Bitcoin-backed preferred shares

Related

Share

The Smarter Web Company is weighing a plan to sell a new class of perpetual preferred shares in London, a move that would tie a UK-listed web design business directly to its Bitcoin holdings through a tradable financial instrument. The company, which trades on the London Stock Exchange under the ticker SWC, said it is considering an initial public offering of preferred shares under the proposed ticker MORE, with the goal of raising between £15 million and £25 million in gross proceeds.

Key takeaways

  • An IPO of a new class of perpetual preferred shares, to trade under the ticker “MORE,” is being contemplated by The Smarter Web Company.
  • The listing would take place on the London Stock Exchange’s Main Market, subject to FCA approval and shareholder authorization.
  • Target gross proceeds range from £15 million to £25 million, with a minimum threshold of £10 million needed to proceed.
  • The company says the shares would be the first sterling-denominated, LSE Main Market-listed perpetual preferred shares issued by a UK commercial company with a Bitcoin treasury strategy.
  • A general meeting of ordinary shareholders is scheduled for September 28, 2026, to vote on creating and allotting the new shares.

Smarter Web Company plans IPO of perpetual preferred shares

The offering would introduce a financial instrument rarely seen on British markets: preferred equity explicitly linked to a corporate Bitcoin treasury. The Smarter Web Company, a Bristol-based digital services firm serving more than 500 clients in web design, development and digital marketing, has built a second identity around Bitcoin accumulation since adopting a formal treasury policy in 2025. As of mid-2026 reporting, the company held approximately 2,878 BTC on its balance sheet, a position worth roughly $178 million to $181 million at recent prices.

IPO details and financial targets

According to the proposed structure, holders of the preferred shares would receive a cumulative variable-rate weekly preferential dividend along with a liquidation preference and the company’s redemption right, though they would not be entitled to vote at general meetings, and the company has indicated it plans to cover these dividend payments using a combination of ongoing operating cash flows, cash reserves, its Bitcoin treasury, and access to public capital markets.

For the offering to be completed, several conditions must be met, including raising at least £10 million in gross proceeds, having a minimum of three registered market makers established at admission, and ensuring at least 50% of the preferred shares are publicly held, while the company also plans to establish an At The Market facility through Tennyson Capital Partners LLP to enable further capital raising in the future. Strand Hanson Limited is acting as sponsor and financial adviser on the potential offering, while Tennyson Securities Ltd is serving as broker.

Listing venue and ticker symbol

The shares would list on the Main Market of the London Stock Exchange under the ticker “MORE,” and would be offered to institutional investors in the UK as well as retail investors through a retail offering platform’s partner network. Already listed are The Smarter Web Company’s ordinary shares, which trade on the LSE under SWC, on the OTCQB Venture Market as TSWCF, and on the Frankfurt Stock Exchange as 3M8. The company uplisted to the LSE Main Market in February 2026, after going public through a reverse takeover on the Aquis Exchange in April 2025.

Regulatory and shareholder approvals required

None of this can happen without clearing two hurdles first. The offering remains subject to approval from the Financial Conduct Authority and to authorization from the company’s own shareholders, and the company has been explicit that there is no guarantee the deal will proceed at all.

That caution matters. For that reason, the schedule points to September 28, 2026, when a general meeting of ordinary shareholders is set to take place to approve creating the preferred shares and to authorize their allotment. Only once that vote clears, alongside FCA sign-off, can the company move toward an actual prospectus and launch.

The regulatory path also connects to earlier corporate housekeeping. Shareholders voted on June 17, 2026, to approve a £210 million reduction in the company’s share premium account, a step the High Court confirmed in July 2026. That confirmation unlocked approximately £132.5 million in distributable reserves, which the company has earmarked specifically for dividend obligations tied to the preferred shares. Under UK company law, dividends generally cannot be paid out of share premium without that kind of court approval, so the reserve reduction was a necessary precondition for the entire structure to work.

Unique sterling-denominated perpetual preferred shares with Bitcoin treasury strategy

What sets this apart from other corporate Bitcoin plays is the combination of currency, venue and instrument. According to The Smarter Web Company, these proposed securities would represent the first sterling-denominated perpetual preferred shares listed on the LSE Main Market to be issued by a UK-incorporated commercial company pursuing a Bitcoin treasury strategy. That framing places the offering at the intersection of traditional fixed-income-style investing and crypto-linked corporate finance, a combination that has been far more common in the United States and Japan than in Britain.

Why this matters for UK markets: firms like Strategy (formerly MicroStrategy) in the US and Metaplanet in Japan pioneered the model of accumulating Bitcoin as a primary treasury reserve asset, but they typically funded those purchases through common equity raises or convertible debt. A perpetual preferred share with a variable dividend is structurally different — it behaves more like a fixed-income product, giving investors exposure to a Bitcoin-holding balance sheet without taking on the full volatility of common stock. If The Smarter Web Company’s IPO clears its remaining hurdles, it would test whether British investors are ready for that kind of hybrid instrument on a major domestic exchange.

CEO Andrew Webley has described the business as running on two engines: cash-generating digital services on one side, and systematic Bitcoin accumulation as the company’s principal treasury asset on the other. The preferred share offering, if it goes ahead, would effectively let outside investors buy into that second engine through a sterling-denominated instrument rather than through direct Bitcoin exposure or ordinary equity.

What happens next

The company began accepting Bitcoin payments back in 2022, long before crypto treasury strategies became a recognizable corporate category, and that early move now looks like the first step toward its current dual-track model. Whether the market embraces a Bitcoin-backed preferred share denominated in pounds will depend on the FCA’s review, the shareholder vote later this month, and ultimately on whether institutional and retail investors see enough value in a dividend tied to a company still generating most of its day-to-day cash from web design and digital marketing work.

FAQ

What type of shares is Smarter Web Company planning to offer in its IPO?

Smarter Web Company plans to offer a new class of perpetual preferred shares under the ticker ‘MORE’.

Where will Smarter Web Company list its planned IPO shares?

The company intends to list the shares on the London Stock Exchange’s Main Market.

What approvals are required for Smarter Web Company’s IPO to proceed?

The IPO is subject to approval from the Financial Conduct Authority (FCA) and shareholder authorization.

What is unique about the shares Smarter Web Company plans to issue?

These will be the first sterling-denominated perpetual preferred shares listed on the LSE Main Market by a UK commercial company with a Bitcoin treasury strategy.

Article produced with the assistance of artificial intelligence and reviewed by the editorial team.