Smarter Web shareholders clear the runway for UK Bitcoin-backed preferred shares
The Smarter Web Company has won shareholder approval to move ahead with its proposed MORE perpetual preferred shares, a funding structure tied to its Bitcoin treasury strategy. The plan is not live yet, though. It still needs an FCA-approved prospectus and other listing conditions before any admission to the London Stock Exchange Main Market can happen.
- Shareholders approved all three required resolutions
- MORE still needs FCA and listing approval
- Target raise: £15 million to £25 million
- Weekly dividends, no voting rights, liquidation preference
The vote came out of the company’s Sept. 28 general meeting. Smarter Web said shareholders backed all three resolutions needed to advance the preferred share plan. Resolution 1 amended the company’s articles of association, Resolution 2 gave directors authority to allot the preferred shares, and Resolution 3 allowed the company to buy back preferred shares in the market if needed.
The company said the amended articles took effect immediately after the vote. It also reported 375.59 million ordinary shares carrying the same number of voting rights when the results were announced.
The proposed securities are reserved under the ticker MORE. If they are eventually launched, they would be perpetual preferred shares, meaning they have no fixed maturity date. In practical terms, that puts them in a middle zone. They are equity, not debt, but they typically rank ahead of ordinary shares for dividends and in liquidation.
MORE would be sterling-denominated and would carry a cumulative variable rate preferential dividend paid weekly. “Cumulative” means unpaid dividends can build up over time. The shares would also come with a liquidation preference, the company would retain the right to redeem them, and holders would have no voting rights at general meetings.
That makes the pitch fairly clear. Investors would get income and priority over common shareholders, but not control and not the upside leverage that comes with ordinary stock. It is still equity, just a more senior and more income-focused flavor of it. Finance people love to call that elegant. Everyone else can call it what it is, a more expensive way to borrow without calling it borrowing.
Smarter Web is targeting between £15 million and £25 million in gross proceeds, but the plan only moves forward if at least £10 million is raised. The company also says at least three market makers must be registered in MORE, and at least 50% of the preferred shares must be held in public hands before admission can happen.
The real gatekeeper, though, is the UK Financial Conduct Authority. Smarter Web still needs an FCA-approved prospectus before any possible admission to the London Stock Exchange Main Market. Shareholder approval matters, but it is not the finish line. It just means the company is allowed to keep pushing the deal forward.
CEO Andrew Webley said the preferred shares are meant to widen the company’s funding options and reduce reliance on a narrow set of capital sources.
“The proposed Preferred Shares are designed to provide an additional source of long-term capital, broaden the range of investors able to invest in the Company and further diversify our capital structure, ”
That is a sensible argument for a company running a Bitcoin treasury strategy. These businesses tend to face a hard choice: issue more ordinary shares and dilute holders, take on debt and risk getting squeezed if the asset turns ugly, or keep searching for financing structures that sit somewhere in the middle. Preferred equity can help, but it is not magic. It just moves the pain around.
Smarter Web has already shown it is willing to use a pretty aggressive mix of financing tools. In May, it drew £18 million through a Coinbase credit facility secured against its Bitcoin holdings. In July, it sold 177.89 BTC to repay its $11.7 million Smarter Convert instrument around two weeks before maturity, which removed the possibility of issuing more than 7.7 million ordinary shares tied to that instrument.
Then the company went back to buying Bitcoin. In August, it purchased 11.89 BTC for £559, 493 at an average price of £47, 052 per bitcoin. On Sept. 2, it bought another 35 BTC, spending just over £2 million at an average price of £57, 494 per bitcoin. After that purchase, its treasury reached 2, 747 BTC.
Bitcoin remains central to the company’s treasury strategy under its 10 Year Plan. That is the upside case. The other side is less romantic. A treasury built around a volatile asset can look clever in a bull market and get pretty uncomfortable when the cycle turns. Weekly dividend obligations do not care about your thesis deck.
That is why MORE matters. It is not just another raise. It is an attempt to bolt a new layer onto the company’s capital structure.
The appeal is obvious. A sterling-denominated preferred share could be easier for UK investors to understand, more natural for institutional buyers, and less dilutive than issuing another pile of ordinary shares. Smarter Web also plans, if the offering proceeds, to establish a separate ATM facility with Tennyson Capital Partners to sell preferred shares over time. An At The Market facility lets a company drip securities into the market at prevailing prices. Useful? Sure. Also a standing reminder that the tap can stay open.
Webley has also described MORE as potentially becoming the first sterling-denominated perpetual preferred share on the LSE Main Market by a UK incorporated commercial company pursuing a Bitcoin treasury strategy. That may well be the company’s expectation, but “first” claims deserve a bit of skepticism. In crypto and capital markets, “first ever” often turns out to mean “first according to a very specific definition that did some heavy lifting behind the scenes.”
TD Cowen appeared more constructive on the setup earlier in September. The firm said MORE could provide another source of long-term capital, raised its price target on Smarter Web to £0.73 from £0.64, and maintained a Buy rating. That does not make the structure bulletproof. It just means some analysts think the company may have found a financing tool that is more flexible than another round of ordinary equity issuance.
Still, the broader backdrop is rough. Bitcoin treasury companies have taken a beating, and the market has become less forgiving of elaborate capital structures tied to volatile reserves. A preferred share with weekly dividends sounds neat until the underlying balance sheet starts behaving like a roller coaster with bad brakes.
So Smarter Web is trying to thread a narrow needle. It wants to preserve its Bitcoin treasury strategy, broaden its investor base, and avoid endless dilution from common equity. At the same time, it is creating a security that depends on steady cash flow, market access, and confidence in Bitcoin not doing something rude at the wrong moment. That is not a flaw in the idea so much as the cost of trying to build a serious financing structure around a highly volatile asset.
If the offering proceeds, MORE could become a useful tool for companies that want Bitcoin exposure without leaning only on common-share issuance or plain-vanilla debt. If it does not, it will just be another reminder that the market does not reward clever packaging unless the economics actually hold up.
Key takeaways and questions
-
Did shareholders approve the MORE plan?
Yes. Smarter Web says all three required resolutions were approved at the Sept. 28 general meeting, which clears the internal hurdle needed to advance the preferred share structure. -
Is MORE already live and tradeable?
No. The shares still need an FCA-approved prospectus and other listing conditions before any possible admission to the London Stock Exchange Main Market. -
How much money is Smarter Web trying to raise?
The target is between £15 million and £25 million in gross proceeds, with a minimum of £10 million needed for the offering to proceed. -
What would MORE holders get?
They would get a perpetual preferred share with a cumulative variable weekly preferential dividend and liquidation preference, but no voting rights. That means income and priority, not control. -
Why does this matter for Bitcoin treasury companies?
It gives Smarter Web another way to raise capital without relying only on ordinary shares or traditional debt. If it works, it could be a cleaner funding route for a company that wants to keep Bitcoin on the balance sheet. -
What is the biggest risk?
Bitcoin volatility and dividend coverage. If BTC weakens and market access tightens, the company could struggle to support weekly preferred dividends and keep the structure attractive to investors.
For now, shareholders have given Smarter Web permission to try. The harder test is still ahead: FCA approval, listing conditions, and convincing investors that a Bitcoin-backed preferred share with weekly dividends is a serious piece of capital structure, not just a fancy wrapper with a ticker name.
Further reading
A few useful references on the structure, filings, and market backdrop behind Smarter Web’s Bitcoin-linked preferred share push:
- Smarter Web plans UK’s first Bitcoin-firm preferred share
- PRR 3 Approval and publication of prospectus
- How a Bitcoin mega-bet turned into a mechanical collapse
- Result of General Meeting
- Smarter Web Seeks £210M Capital Reduction for Bitcoin
- Saylor Softens ‘Never Sell Bitcoin’ as Strategy Faces
- Smarter Web Buys $26M in Bitcoin, Boosts Holdings to 1, 825
