Earnings release
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RNS Number : 9509OSmarter Web Company PLC (The)03 August 2026 03 August 2026 The Smarter Web Company PLC("The Smarter Web Company" or the "Company")Bitcoin Purchase, Coinbase Facility Update, Subscription Agreement Update, Institutional-GradeCustody and Exercise of Warrants The Smarter Web Company (LSE: SWC | OTCQB: TSWCF | FRA: 3M8) announces the purchase ofadditional Bitcoin as part of "The 10 Year Plan" which includes an ongoing treasury policy of acquiringBitcoin. Details are as follows: · Number of Bitcoin Purchased: 11.89 Bitcoin· Average Purchase Price: £47,052 per Bitcoin ($63,328 per Bitcoin)· Amount Purchased: £559,493 · Total Bitcoin Holdings: 2,712 Bitcoin· Net Average Purchase Price: £82,886 per Bitcoin ($111,548 per Bitcoin)· Gross Bitcoin Purchases: £233,532,603· Gross Bitcoin Sales: £8,745,918 · Net Bitcoin Purchases: £224,786,685 · The Company has achieved a Quarter-to-Date BTC Yield* of -4.80% on its treasury * As defined below Coinbase Strategic Credit Facility Following the Bitcoin purchase set out above, total drawings under the facility remain unchanged at £18,500,000, representing an approximate leverage ratio of 17%. The Company will continue to provide updates on any material drawdowns or repayments in future regulatory announcements. The Company is also pleased to announce that the terms of the facility with Coinbase have been improved. The loan is secured against the Company's existing Bitcoin holdings, carries a competitive variable interest rate of 6% (previously 6.75% to 7.25%), and is repayable without additional charges at the Company's discretion. Subscription Agreement Update - £1m Gross Proceeds The Company also announces that 3,300,000 ordinary shares of £0.001 nominal value each (the "Ordinary Shares") have been placed in accordance with the terms of the Subscription Agreement announced on 24 December 2025 (the "Subscription Shares"). The gross proceeds from the placing of the Subscription Shares will be £1,016,250 (before expenses), equivalent to approximately £0.31 per share, and the Company will receive approximately 98.25% of the proceeds as settlement. The balance of Ordinary Shares not yet placed pursuant to the Subscription Agreement is 44,149,230. Institutional-Grade Custody As a corporate holder of Bitcoin, the Company endeavours to engage institutional-grade custodians in its efforts to safeguard its treasury assets. The Company does not self-custody its Bitcoin. Instead, its holdings are secured through a select group of institutional-grade custodians chosen following ongoing assessment of factors including security, operational resilience, regulatory standards, service quality and overall commercial considerations. Each
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of the providers is subject to regulatory oversight in the jurisdiction in which it operates, including compliance with relevant anti-money laundering regulations. While self-custody can be an appropriate solution for individuals with the necessary technical expertise, the Company believes that professionally managed institutional custody provides a robust framework for safeguarding treasury assets. We recognise that recent events have highlighted the importance of robust custody arrangements and sympathise with those who have been impacted. Our custody strategy has always prioritised security, diversification across trusted providers, and institutional best practice. For security reasons, the Company does not disclose the allocation of Bitcoin holdings between custodians. Allocations are reviewed and adjusted from time to time as part of the Company's ongoing risk management and treasury governance framework. The Company's current custody providers are: · Coinbase Inc., Coinbase Custody Trust Company, LLC, and other Coinbase entities · Xapo Bank Limited · Fidelity Digital Assets Ltd · Anchorage Digital Bank National Association · Payward Financial, Inc. (d/b/a Kraken Financial) Exercise of Warrants The Smarter Web Company also announces the following exercise of warrants. A total of 2,875,000 warrants have been exercised at £0.025 per share, resulting in gross proceeds of £71,875. Accordingly, 2,875,000 Ordinary Shares have been issued pursuant to the warrant exercises. Following this exercise, 32,428,732 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 In accordance with the Financial Conduct Authority's Disclosure and Transparency Rules, the Company hereby announces that it has 374,840,705 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The above figure of 374,840,705 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. Director Declaration In accordance with UKLR 6.4.9(2)R, the Company also announces that Randal Casson, an independent non-executive director of the Company, has today been appointed as an independent non-executive director of Future plc, a company listed on the Main Market of the London Stock Exchange, with immediate effect. Notification of Admission of Further Securities to Trading (PRM 1.6.4R) The following notification is made in accordance with The Public Offers and Admissions to Trading Regulations 2024 (POATRs) PRM 1.6.4R. 1 Details of the issuer a) Name The Smarter Web Company plc b) LEI 213800VQO9FUG4PZMP73
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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 issuedand admitted 2,875,000 d) Total number of securities in issuefollowing admission 374,840,705 e) Fungibility Fully fungible with existing Ordinary Shares 3 Admission details a) Date of admission Issued between 01 July 2026 to 31 July 2026 (admitted undera 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 StockExchange of shares issued pursuant to the exercise of theCompany's Pre-IPO Warrants during the period 01 July 2026and 31 July 2026, under the Company's block admission dated24 April 2026. Enquiries: The Smarter Web Company CEO / CFO Andrew Webley / Oliver Hewett +44 (0) 117 313 0459 Tennyson Securities Lead Broker Peter Krens +44 (0) 207 186 9030 Strand Hanson Limited Financial Adviser James Bellman / Abigail Wennington +44 (0) 207 409 3494 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
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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. 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. BTC Yield is a key performance indicator (KPI) that reflects the percentage change in the ratio of Total Bitcoin Holdings to Shares In Issue (Fully Diluted) over a given period. The Company uses BTC Yield to assess the performance of its Bitcoin acquisition strategy, which is intended to be accretive to shareholders. Quarter-to-Date BTC Yield specifically measures this percentage change from the end of the second calendar quarter (30 June 2026) up to the present date. Diluted Market Cap is defined as the Company's current share price multiplied by the fully diluted shares in issue. Enterprise Value is defined as the sum of the Diluted Market Cap and our total notional debt, less our treasury cash balance. Net Asset Value is defined as the sum of the market value of Bitcoin held and our treasury cash balance, less total notional debt. Fully Diluted EV vs. BTC Value is calculated as Fully Diluted Enterprise Value / (Total BTC Holdings * Current BTC Market Price). Gross Sats per Fully Diluted Share is calculated as Total Bitcoin held (in Sats) / Fully Diluted Shares Net Sats per Fully Diluted Share is calculated as (((Total Bitcoin Value + Treasury Cash Balance - Total Debt) / Bitcoin price ) / Fully Diluted Shares ) x 100,000,000
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