Subscription Agreement, Credit Facility & TVR
The Smarter Web Company PLC has sold 2,710,442 ordinary shares under its Subscription Agreement, generating gross proceeds of £1,891,933, with the company receiving approximately 98.25% of this amount. Net proceeds will be used to reduce the Coinbase strategic credit facility from approximately £20.8 million to £19.0 million, while the variable interest rate on this facility has increased from 6.00% to 6.25%. Additionally, 750,000 warrants were exercised in September, raising £18,750, and the company now has 375,590,705 ordinary shares in issue.
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The Smarter Web Company announces that 2,710,442 Ordinary Shares have been sold in accordance with the terms of the Subscription Agreement announced on 24 December 2025 (the “Subscription Agreement”).
The gross proceeds from the sale of these shares will be £1,891,933, equivalent to approximately £0.70 per share, and the Company will receive approximately 98.25% of these proceeds in accordance with the terms of the Subscription Agreement. The balance of Ordinary Shares issued under the Subscription Agreement which have not yet been sold is 41,213,788.
Coinbase Strategic Credit Facility
The Company intends to use some of the net proceeds from the placing of the Subscription Shares to reduce the outstanding amount under its strategic credit facility with Coinbase from approximately £20.8 million to approximately £19.0 million following receipt of funds. The current sterling equivalent of £20.8 million compares with the previously stated amount of £20.5 million, with the difference reflecting movements in the USD/GBP exchange rate.
The Company continually reviews its capital allocation priorities and will deploy proceeds from capital raises in accordance with those priorities at the relevant time. In this instance, the Board believes that reducing the outstanding balance under the Coinbase facility is advantageous. The Company will continue to provide updates on any material drawdowns or repayments in future regulatory announcements.
The Company has also been notified by Coinbase that the variable interest rate applicable to the facility has increased from 6.00% to 6.25%. The loan remains secured against the Company’s existing Bitcoin holdings and is repayable without additional charges at the Company’s discretion.
Exercise of Warrants
A total of 750,000 warrants have been exercised at £0.025 per share during September to date, resulting in gross proceeds of £18,750. Accordingly, 750,000 ordinary shares of £0.001 nominal value each (the “Ordinary Shares”) have been issued pursuant to the warrant exercises.
Following this exercise, 31,678,732 warrants remain outstanding, each with an exercise price of £0.025 per share. Of the total number of warrants outstanding, 25,778,732 are held by Andrew Webley, Chief Executive Officer of the Company, and his spouse, with a further 1,450,000 warrants held by directors and employees of the Company.
Total Voting Rights
The above figure of 375,590,705 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Notification of Admission of Further Securities to Trading (PRM 1.6.4R)
| 1 | Details of the issuer | |
| a) | Name | The Smarter Web Company plc |
| b) | LEI | 213800VQO9FUG4PZMP73 |
| 2 | Details of the transferable securities admitted to trading | |
| a) | Name, type and identification code | Ordinary Shares of £0.001 each ISIN: GB00BPJHZ015 |
| b) | Regulated market | London Stock Exchange - Main Market |
| c) | Number of further securities issued and admitted | 750,000 |
| d) | Total number of securities in issue following admission | 375,590,705 |
| e) | Fungibility | Fully fungible with existing Ordinary Shares |
| 3 | Admission details | |
| a) | Date of admission | Issued between 01 September 2026 to 25 September 2026 (admitted under a block admission dated 24 April 2026) |
| b) | Prospectus information | N/A |
| c) | Coverage of notification | Admission to trading on the Main Market of the London Stock Exchange of shares issued pursuant to the exercise of the Company’s Pre-IPO Warrants during the period 01 September 2026 to 25 September 2026, under the Company’s block admission dated 24 April 2026. |
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The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.
The Directors of the Company accept responsibility for the contents of this announcement.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.