Publication of Prospectus

Smarter Web Company PLC (The)

16 January 2026

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.

The information communicated in this announcement is deemed to constitute inside information for the purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Market Abuse Regulation"). Upon the publication of this announcement, this information is considered to be in the public domain.

16 January 2026

The Smarter Web Company PLC

("The Smarter Web Company" or the "Company")

Publication of Prospectus

The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8) is pleased to announce that a prospectus in relation to the proposed admission to trading of the Company's ordinary shares on the equity shares (commercial companies) category of the UK Financial Conduct Authority's (the "FCA") Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Proposed Admission") ("Prospectus") has been approved by the FCA and published by the Company today.

A copy of the Prospectus will shortly be available on the Company's website at https://www.smarterwebcompany.co.uk/ and will be uploaded to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Proposed Admission marks an important step in strengthening the foundations on which the Directors intend to scale the business and deliver the Company's long-term growth ambitions. The move to the Main Market is expected to deliver numerous key benefits, including:

·    Increased visibility in the market and access to the UK and global capital markets

·    Broader participation for institutional and international investors who may have previously been unable to invest in the Company

·    Greater potential for inclusion in major market indices and access to the funds that track them

·    Aligning the Company with high standards of corporate governance and transparency

·    Expected improvement in liquidity and trading efficiency for shareholders in respect of the Company's ordinary shares

Expected Timetable:

Publication of this Document	16 January 2026
General meeting to approve the cancellation of the Company's Ordinary Shares to trading on the AQSE Growth Market	9.00 a.m. on 28 January 2026
Last day of trading of Ordinary Shares on the AQSE Growth Market*	2 February 2026
Existing Ordinary Shares cease to trade on the AQSE Growth Market*	8.00 a.m. on 3 February 2026
Admission and commencement of unconditional dealings in Ordinary Shares on the Equity Shares (Commercial Companies) category of the Official List and the Main Market*	8.00 a.m. on 3 February 2026

*Subject to Shareholder approval of the proposed resolution at the Company's general meeting to be held on 28 January 2026.

Andrew Webley, CEO of The Smarter Web Company, commented:

"Taking a UK-born business from start-up to a public company is an achievement of which I am extremely proud. Moving to the Main Market of the London Stock Exchange marks the next significant milestone in that journey. I am committed to building a British success story that contributes to the UK economy, showcases the strength of the UK's entrepreneurial spirit in the technology sector, and demonstrates how Bitcoin can be used as digital capital."

About The Smarter Web Company

The Smarter Web Company offers web design, web development and online marketing services. Clients pay an initial fee, an annual hosting charge and an optional monthly marketing charge. Growth opportunities exist for The Smarter Web Company around these existing services.

In addition to organic growth, the Company will progress an acquisition strategy targeting other businesses with a view to growing its number of clients and / or recurring revenue. The Smarter Web Company will only make acquisitions where the Directors believe the timing and opportunity is appropriate.

Since 2022, The Smarter Web Company has adopted a policy of accepting payment in Bitcoin. The Company believes that Bitcoin forms a core part of the future of the global financial system and as the Company explores opportunities through organic growth and corporate acquisitions is pioneering the adoption of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via regulatory news at 07:00 on 28 April 2025 and available on the Company website.

Visit our website: https://www.smarterwebcompany.co.uk

Follow us on X: https://x.com/smarterwebuk

Enquiries:

The Smarter Web Company CEO Andrew Webley	[phone]
Tennyson Securities Lead Broker Peter Krens	[phone]
Strand Hanson Limited Aquis Stock Exchange Corporate Adviser James Spinney / James Bellman	[phone]

IMPORTANT NOTICE

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the prospectus (and any supplementary prospectus) to be published by the Company in due course in connection with the Proposed Main Market Admission (the "Prospectus"), and not in reliance on this announcement. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. Subject to approval of the Prospectus by the FCA, copies of the Prospectus will, subject to certain access restrictions, be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (www.smarterwebcompany.co.uk). Any approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client in relation thereto, and will not be responsible for providing the regulatory protection afforded to its clients, nor for providing advice to any other person in relation to the matters contained herein.

Tennyson Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client in relation thereto, and will not be responsible for providing the regulatory protection afforded to its clients, nor for providing advice to any other person in relation to the matters contained herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Strand Hanson Limited and Tennyson Securities by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Strand Hanson Limited, Tennyson Securities nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to, the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) and/or any other information relating to the Company, the Company's group or its associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The distribution of this announcement and the Prospectus in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken, nor will any action be taken, by the Company, Strand Hanson Limited or Tennyson Securities that would permit an offer of the Company's shares or possession, issue or distribution of this announcement or the Prospectus (or any other offering or publicity material relating to the Company's) in any jurisdiction where action for that purpose is required or where doing so is restricted by law. Accordingly, neither this announcement, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this announcement (or any other offering materials or publicity relating to the Company's shares) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Further, the Company is not, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa or Japan   or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa or Japan .

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, Strand Hanson Limited and Tennyson Securities expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the UK Prospectus Regulation, the Prospectus Regulation Rules of the Financial Conduct Authority, the UK Market Abuse Regulation or other applicable laws, regulations or rules.

 

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