Result of General Meeting

Smarter Web Company PLC (The)

17 June 2026

 

17 June 2026

The Smarter Web Company PLC

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

Result of General Meeting

The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces that at a  general meeting of the Company (the "General Meeting") held today, the resolution set out in the notice of general meeting sent to shareholders ("Shareholders") of the Company on 1 June 2026 (the "Resolution") was passed on a poll.

The Resolution was proposed as a special resolution. The votes cast were as follows:

Resolution	Votes For*	%	Votes Against	%	Total Votes	Votes Withheld**
THAT, subject to the confirmation of the High Court of Justice in England and Wales, the share premium account of the Company be reduced by £210,000,000	146,234,979	99.94	94,033	0.06	146,329,012	29,988

* The "For" votes include those votes that gave the Chairman discretion as to how to vote.

** A vote withheld is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" and "Against" any resolution.

The Company's issued share capital comprises 371,965,705 ordinary shares of nominal value £0.001 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company is 371,965,705.

A copy of the Resolution passed at the General Meeting will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism in accordance with UKLR 6.4.2R.

Further details of the proposed reduction of capital of the Company ("Capital Reduction") are included in the circular containing the notice of General Meeting, dated 1 June 2026 ("Circular") which can be found on the Company's website at: https://www.smarterwebcompany.co.uk/.  Shareholders should note that the proposed capital reduction is conditional on the approval of the High Court of Justice in England and Wales (the "Court").  Subject to Court approval, it is expected that the effective date of the Capital Reduction ("Effective Date") will be on or around Wednesday 15 July 2026.

The General Meeting was also held to enable Shareholders to consider a historic serious loss of capital within the Company, further details of which are set out in the Circular.  Under section 656(1) of the Companies Act 2006 (as amended), the Directors were required to call a general meeting to consider whether any and, if so, what steps should be taken to deal with the situation. The legacy matter was discussed at the General Meeting, and, following discussions at the General Meeting, it was concluded that:

·    although the Directors were addressing this matter as part of the General Meeting, it was not specifically related to the Company's current business and was not a new issue which had arisen since the publication of the annual financial statements for the 12 months ended 31 October 2025; and

·    the historic serious loss of capital did not in itself have any specific bearing on the Company's financial position or current performance.

Shareholders were not asked to vote in respect of the serious loss of capital, as that part of the General Meeting was a discussion forum only.    

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time and date
Expected date of initial directions hearing of the Court	3 July 2026
Expected date of Court hearing to confirm the Capital Reduction	14 July 2026
Expected Effective Date	15 July 2026

Notes

^1. The expected dates for the initial directions hearing of the Court and the Court hearing to confirm the Capital Reduction are based on provisional dates that have been obtained for the required Court hearings. These provisional hearing dates are subject to change and are dependent on the Court's timetable.

^2. The Effective Date will depend on, amongst other things, the date on which the Court confirms the Capital Reduction.

^3. If any of the expected dates set out above change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service ("RIS").

Enquiries:

The Smarter Web Company CEO / Head of Capital Markets Andrew Webley / Jamie Knowles	[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, it is pioneering the adoption of a Bitcoin Treasury Policy into its strategy.

Please also see "The 10 Year Plan" announced by the Company via RIS at 07:00 a.m. 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.

Important Notice:

The Smarter Web Company holds treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the FCA, the financial regulator in the United Kingdom of Great Britain and Northern Ireland ("UK") 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 considers 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 wishes 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 value 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 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 does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do their own research before investing.

Overseas shareholders

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Forward looking statements

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". Forward-looking statements give the Company's current expectations or forecasts of future events. An investor can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as 'anticipate', 'estimate', 'expect', 'intend', 'will', 'project', 'plan', 'believe', 'target', 'outlook', 'aim', 'ambition', 'could', 'goal', 'may', 'seek', 'should' and other words and terms of similar meaning. Forward-looking statements in this announcement include, but are not limited to, statements regarding the Company's strategy, plans and objectives, the expected timetable for the Capital Reduction, the initial directions hearing and the Court hearing to confirm the Capital Reduction, the expected effective date of the Capital Reduction, the creation of distributable reserves and any future corporate actions for which the Company may require distributable reserves.

Other than in accordance with their respective legal or regulatory obligations (including under the Market Abuse Regulation, the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), the Company, Strand Hanson Limited and Tennyson Securities (a trading name of Shard Capital Partners LLP) expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained in this announcement, whether as a result of new information, future events or otherwise.

Accordingly, no assurance can be given that any particular expectation will be met and readers are cautioned not to place undue reliance on the forward-looking statements.

Forward-looking statements are subject to assumptions, inherent risks and uncertainties, many of which relate to factors that are beyond the Company's control or precise estimate. The Company cautions investors that a number of important factors could cause actual results to differ materially from those expressed or implied in any forward-looking statement. Any forward-looking statements made by or on behalf of the Company speak only as of the date they are made and are based upon the knowledge and information available to the Directors on the date of this announcement.

 

END