Repayment of Smarter Convert Instrument

Smarter Web Company PLC (The)

23 July 2026

 

23 July 2026

The Smarter Web Company PLC

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

Repayment of Smarter Convert Instrument

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that the Company's Smarter Convert instrument, held by entities related to the TOBAM Group ("TOBAM") and detailed in the Company's announcement on 6 August 2025, has been repaid, approximately two weeks ahead of its maturity, at the request of the Company and with full support from TOBAM.

The Company has repaid $11,698,540 to TOBAM. The repayment has been funded through the disposal of 177.8909127 Bitcoin at an average price of $65,762, being the total number of Bitcoin acquired from the subscription proceeds. Whilst the original agreement stated at least 98% of the funds must be deployed into Bitcoin, the Company elected to deploy 100% of the funds into Bitcoin and is accordingly obliged to repay 100% of the acquired Bitcoin.

As a result of the repayment, the potential issue of 7,718,551 ordinary shares associated with Smarter Convert has been eliminated. Accordingly, these potential shares, together with the 177.8909127 Bitcoin disposed of to facilitate repayment, have been removed from the Company's fully diluted Bitcoin treasury analytics.

Following the disposal, the Company holds 2,700 Bitcoin.

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

"When we entered into Smarter Convert in August 2025, it provided an innovative alternative to traditional leverage. The structure enabled us to strengthen our balance sheet whilst maintaining flexibility during an early stage of our Bitcoin treasury strategy.

As the Company has evolved, so too has our approach to capital allocation. Looking ahead, whilst we continue to recognise the potential benefits of both fiat and Bitcoin-denominated convertible instruments, we do not currently believe they represent the right capital solution for The Smarter Web Company.

I would like to thank TOBAM for their support and partnership in developing this innovative structure. We remain grateful for their confidence in the Company."

Enquiries:

The Smarter Web Company CEO / CFO Andrew Webley / Oliver Hewett	[phone]
Tennyson Securities Lead Broker Peter Krens	[phone]
Strand Hanson Limited Financial Adviser James Bellman / Abigail Wennington	[phone]

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

The Smarter Web Company's Legal Entity Identifier (LEI) is 213800VQO9FUG4PZMP73.

The Directors of the Company accept responsibility for the contents of this announcement.

Important Notice:

The Smarter Web Company Plc holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in Bitcoin to be high risk. An investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin. Such an approach is innovative, and the Board of Directors of the Company wish to be clear and transparent with prospective and actual investors in the Company on the Company's position in this regard.

The Company is neither authorised nor regulated in the conduct of its business by the FCA. And there is currently limited regulation of cryptocurrencies (such as Bitcoin) in the UK. As with most other investments, the value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements. An investment in the Company is not protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to buy or sell its Bitcoin at will. The ability to buy or sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do your own research before investing.

 

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