Smarter Web Company shareholders approve MORE Bitcoin-backed preferred share plan
The Smarter Web Company has secured shareholder approval for all three resolutions needed to create its proposed MORE perpetual preferred shares, clearing a key condition for a possible listing on the London Stock Exchange Main Market. The vote moves the UK web-services firm another step closer to what its chief executive expects to 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.
According to the company’s Sept. 28 general meeting results, shareholders approved changes to the articles of association, authority for directors to allot the preferred shares, and permission for the company to make market purchases of the securities. Resolution 1, which amended the articles to accommodate the new share class, received 163.8 million votes in favor, or 99.86 pct of votes cast, against 231,386 votes, or 0.14 pct. The allotment authority passed with 99.84 pct support, and the buyback permission received 99.86 pct. The amended articles took effect immediately, with 375.59 million ordinary shares carrying voting rights outstanding when the results were announced.
The offering itself has not launched. Under the Sept. 11 proposal, the company plans to raise between 15 million and 25 million pounds in gross proceeds by offering MORE to institutional investors in the UK and eligible UK retail investors through participating brokers, wealth managers and platforms. A minimum of 10 million pounds must be raised for the IPO to proceed, at least three firms must be registered as market makers in MORE at admission, and a minimum of 50 pct of the preferred shares must be held in public hands. If any condition fails, the deal does not go ahead. An FCA-approved prospectus is still required before the company can seek admission.
The structure is aimed at income-oriented capital rather than dilution-sensitive equity buyers. MORE would carry a cumulative variable-rate preferential dividend paid weekly, with investors holding a liquidation preference and the company retaining the right to redeem the shares. Holders would not get voting rights at general meetings. The company identified recurring operating cash flows, cash reserves, its Bitcoin treasury and continued access to public capital markets as potential sources for meeting the dividend obligations. Final terms have not been set.
“Subject to the required approvals and completion of the offering, MORE is expected to 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,” CEO Andrew Webley said when the plan was announced. “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.”
Analysts have already warmed to the concept. TD Cowen maintained its Buy rating on Smarter Web in September and raised its price target to 0.73 pounds from 0.64, with analysts led by Lance Vitanza arguing that preferred equity gives the company another financing option as it develops its Bitcoin treasury operation.
The preferred share plan fits a company that has cycled through nearly every financing tool available to Bitcoin treasury firms. Smarter Web has used equity sales, convertible financing and Bitcoin-backed borrowing. In May it had drawn 18 million pounds through a Coinbase credit facility secured against its Bitcoin holdings, with leverage near 12.19 pct. In July it sold 177.89 BTC to repay its 11.7 million USD Smarter Convert instrument about two weeks before maturity, avoiding the potential issuance of more than 7.7 million ordinary shares, and Webley said management no longer views convertible instruments as its preferred financing source.
Purchases resumed quickly afterward. The company bought 11.89 BTC in August for 559,493 pounds at an average 47,052 pounds per Bitcoin, taking the treasury to 2,712 BTC, then added another 35 BTC on Sept. 2 for just over 2 million pounds at an average 57,494 pounds. Holdings now stand at 2,747 BTC, with a net average acquisition price of 82,562 pounds per BTC and cumulative net purchases of approximately 226.8 million pounds. Bitcoin remains the primary treasury reserve asset under the company’s long-term 10 Year Plan, which seeks to raise Bitcoin per ordinary share over time.
If the IPO proceeds, Smarter Web plans to establish a separate at-the-market facility under which Tennyson Capital Partners would be able to sell preferred shares and raise capital over time, sitting alongside the existing ordinary-share ATM. The company cautioned that shareholder approval does not guarantee the preferred shares will ultimately be issued or that the listing will proceed. For Bitcoin-treasury watchers, the MORE vote is a template worth tracking: a hybrid instrument that funds BTC accumulation with weekly cash dividends instead of share dilution, priced for investors who want yield exposure to the strategy without voting for it.
Market snapshot at publication (Binance, 17:00 UTC): BTC 83,040 USD, ETH 2,671.91 USD, SOL 117.52 USD.
99.86 pct in favor, basically nobody in that room wanted to be the guy voting no lol. more ammo for the btc treasury i guess
A weekly variable dividend on a perpetual preferred is doing a lot of work in that structure. Yield buyers get paid, the company keeps the Bitcoin upside. Clever way to fund a treasury without diluting equity holders further.
cumulative accrual only matters if the cash is there later. weekly variable rate on a bitcoin backed preferred is still a promise against a volatile asset
cumulative only matters if the company survives to pay it, true. but btc backing at least means the collateral isnt a promise, its coins on a balance sheet
clever until the btc drawdown hits and the weekly dividend on a variable rate quietly gets cut. cumulative at least means it accrues, but still
375.59 million ordinary shares and 99.86 pct on all three resolutions. the vote was theater, the FCA prospectus is the actual gate now
99.86 pct approval for a sterling bitcoin-backed preferred share is wild. uk plc is actually moving faster than wall street on treasury structures this cycle
faster than wall street is a low bar this cycle but a sterling perpetual preferred backed by btc is genuinely a first. weird it took this long honestly
first mover on the LSE main market matters tho. if MORE lists and trades well, expect a queue of UK treasury clones copying the structure within a year
Minimum 10 million pounds or the IPO dies, and at least three market makers required. I have watched too many small London floats miss their floor to call this done. The FCA prospectus is the real gate anyway.
the FCA prospectus point is fair but resolution 3 is the quiet one. permission to buy back their own preferreds is how they defend the floor if trading thins after listing, most small floats never bother getting it
resolution 3 is underrated. most micro floats have zero floor defense and trade 20 percent under ipo by month two
the 10 million floor is the part nobody prices. a btc drawdown before the raise completes and this whole listing timeline slips a quarter
the 10 million floor plus three market makers is where small london floats go to die quietly. good to flag it before the prospectus hype starts
the three market maker requirement is the quieter kill switch. small london floats routinely miss that and end up with cent spreads
163.8 million votes for and 231k against. retail basically didnt show up, this was getting rubber stamped either way lol
Turnout is always dismal on these resolutions, so 0.14 pct against tells us nothing. The listing itself and the first weeks of trading volume are the actual test.