Results of Offer and Preferred Dividend timetable

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA ("UNITED STATES" OR "U.S."), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA (EACH, A "RESTRICTED JURISDICTION") OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK" OR "UNITED KINGDOM") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

This Announcement is an advertisement for the purposes of paragraph 12.1.4 "Advertisements and other disclosure of information" of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook of the Financial Conduct Authority (the "FCA") and is not a prospectus nor an offer of securities for sale or subscription, nor a solicitation of an offer to acquire or subscribe for securities, in any jurisdiction, including in or into any Restricted Jurisdiction.

The contents of this Announcement shall not form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Once issued by The Smarter Web Company PLC ("The Smarter Web Company" or the "Company"), investors should not subscribe for or purchase any preferred shares of nominal value £0.001 each in the capital of the Company ("Preferred Shares") except solely on the basis of the information contained in the prospectus ("Prospectus") in its final form (together with any supplementary prospectus, if relevant), including the risk factors set out therein, approved by the FCA and published by the Company in connection with the initial public offering ("IPO") of Preferred Shares and the admission of such Preferred Shares to listing on the non-equity shares and non-voting equity shares category of the Official List maintained by the FCA ("Official List") and to trading on the main market for listed securities ("Main Market") of London Stock Exchange plc ("London Stock Exchange") (together, "Admission").

A copy of the Prospectus published by the Company is available for inspection on the Company's website at https://www.smarterwebcompany.co.uk, subject to certain access restrictions, and has been uploaded to the National Storage Mechanism maintained by the FCA ("NSM") and made available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Approval of the Prospectus by the FCA should not be understood as an endorsement of the Preferred Shares. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Preferred Shares.

12 October 2026

The Smarter Web Company PLC
("The Smarter Web Company" or "Smarter Web" or the "Company")
Results of Institutional Offer and Retail Offer and Preferred Dividend timetable

The Smarter Web Company today announces that, further to its announcements on 29 September 2026, the Institutional Offer and the Retail Offer closed at 4.30 p.m. on 9 October 2026 and the results are now available.

Following the close of the Institutional Offer and the Retail Offer, the Company has conditionally raised aggregate gross proceeds of £10.0 million (£2.4 million of which have been conditionally raised through the Institutional Offer and £7.6 million of which have been conditionally raised through the Retail Offer), equating to aggregate net proceeds of approximately £8.3 million for the Company after the deduction of expenses.

Issuance of Preferred Shares

Conditional on Admission, the Company will issue a total of 111,112 Preferred Shares at the Offer Price of £90 per Preferred Share in connection with the IPO.  The Company will also, on Admission, issue 100,000 Preferred Shares into the Preferred Shares ATM Facility to be held by or on behalf of Tennyson Capital. 

Admission

Applications have been made for 211,112 Preferred Shares (comprising the 111,112 Preferred Shares to be issued pursuant to the IPO and the 100,000 Preferred Shares to be issued under the Preferred Shares ATM Facility) to be admitted to listing on the non-equity shares and non-voting equity shares category of the Official List and to trading on the Main Market of the London Stock Exchange. Admission is expected to become effective, and unconditional dealings in the Preferred Shares to commence, at 8.00 a.m. on 14 October 2026 under the TIDM: MORE (ISIN: GB00C0HJ0D12). There will be no conditional dealings in the Preferred Shares.

On Admission, the Preferred Shares held in public hands will represent 68.7% of the Preferred Shares issued pursuant to the IPO (excluding, for this purpose, any Preferred Shares to be held by or on behalf of Tennyson Capital under the Preferred Shares ATM Facility).

The conditions to the IPO, other than Admission becoming effective, have been satisfied.

Preferred Dividends

As previously announced by the Company, the Preferred Shares will have attached to them a right for the holder to receive a cumulative variable rate weekly preferential dividend ("Preferred Dividend"), a liquidation preference, and a right for the Company to redeem the Preferred Shares, but no right to vote at a general meeting of shareholders of the Company. The initial dividend rate will be 12% per annum of £100, and the dividend rate will be variable by the Board from time to time, subject to certain parameters, as described in the Prospectus. 

The Board has resolved that the first record date for the weekly Preferred Dividend (ISIN: GB00C0HJ0D12; TIDM: MORE) will be Friday 23 October 2026, with an ex-dividend date of Thursday 22 October 2026, and that the first weekly Preferred Dividend will be £0.2301 per Preferred Share. Accordingly, the latest payment date for the first weekly Preferred Dividend will be Monday 9 November 2026.  The expected ex-dividend dates, record dates and latest payment dates for the weekly Preferred Dividends for the period to 1 October 2027, which have been set by reference to the London Stock Exchange’s Dividend Procedure Timetable, are set out in Appendix 1 to this Announcement. The Company will also announce each weekly Preferred Dividend, including the amount payable per Preferred Share, via a Regulatory Information Service ahead of the relevant record date, and will announce any change to the expected timetable in the same way.

Use of Net Proceeds

As the gross proceeds of the IPO are below the £15 million lower end of the range in the Prospectus, the Company intends to apply the Net Proceeds to the uses set out below and in the order of priority shown in the Prospectus, adjusted as the Directors consider appropriate:

Total voting rights

Upon Admission, the Company's issued ordinary share capital will consist of 378,240,705 Ordinary Shares, each carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 378,240,705. With effect from Admission, this figure 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Admission of the Preferred Shares will not affect the Company's total voting rights, as the Preferred Shares do not have any voting rights attached to them. Upon Admission, the Company's issued preferred share capital will consist of 211,112 Preferred Shares. The Company does not hold any Preferred Shares in treasury.

Other

Capitalised terms used in this announcement shall, unless otherwise defined in this announcement or unless the context provides otherwise, bear the meaning given to those terms in the announcements made by the Company on 29 September 2026. 

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

"This is a proud moment for Smarter Web. With the introduction of our Preferred Shares alongside our existing Ordinary Shares, we now have two distinct equities offering investors different ways to participate in the potential future success of Smarter Web.

"I am especially proud that we are listing MORE in London. With what we believe to be the first weekly dividend paid by a London-listed commercial company, we are demonstrating that the UK can lead in financial innovation and that the UK capital markets remain open for business.

"I'm delighted to see the strong level of retail investor participation. My thanks go to our new investors, existing shareholders, all our advisers and the whole Smarter Web team who have worked so hard to make this possible.

"I look forward to building on this milestone as we continue to execute our long-term strategy."

Enquiries

Mayer Brown International LLP and Orrick, Herrington & Sutcliffe (UK) LLP are acting as legal advisers to the Company and Strand Hanson, respectively.

For the purposes of UK MAR, the person responsible for arranging the release of this Announcement on behalf of The Smarter Web Company is Andrew Webley, CEO.

Information on the Company

The Company owns and operates digital services businesses focused on web design, development and digital marketing. The Company serves more than 500 client websites across a diverse range of sectors and generates a significant and growing proportion of its revenue through long-term client relationships and retained service arrangements.

The Company's strategy combines the operation and acquisition of cash-generative web-services businesses with a Bitcoin treasury policy designed to build long-term Shareholder value (the "Bitcoin Treasury Policy"). The Directors believe that Bitcoin will form a significant part of the future global financial system and have therefore adopted this Bitcoin Treasury Policy under which Bitcoin is the Company's primary treasury reserve asset.

The primary objectives of the Bitcoin Treasury Policy are to support the Company's overall capital position and to seek to increase Bitcoin per share over time, with a secondary objective of increasing the total number of Bitcoin held on the Company's balance sheet. The Directors believe that growing Bitcoin per share while simultaneously increasing the scale of the Company's Bitcoin holdings creates a stronger balance sheet and supports the Company as a whole in providing a more attractive investment proposition for existing and prospective Shareholders.

As the strength of the balance sheet increases, the Company believes it can access larger pools of capital on favourable terms, provided such capital raising activity remains accretive to Bitcoin per Ordinary Share. This creates a cycle in which capital can be deployed to pursue strategic acquisitions and acquire additional Bitcoin that strengthen the Company's operating businesses, increase revenues and cash generation, and further enhance the overall strength of the Company.

The Ordinary Shares are admitted to listing on the equity shares (commercial companies) category of the Official List and to trading on the Main Market of the London Stock Exchange under the ticker SWC and are quoted on the OTCQB Venture Market in the U.S. under the ticker TSWCF. The Ordinary Shares can also be traded on the Frankfurt Stock Exchange under the ticker 3M8.

Please also see "The 10 Year Plan", announced by the Company via regulatory information service at 7.00 a.m. on 28 April 2025 and available on the Company's website: https://www.smarterwebcompany.co.uk.

Follow the Company 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 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.

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 including Admission, and the expected timetable for such.

Other than in accordance with their respective legal or regulatory obligations (including under the UK MAR, the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), the Company, Strand Hanson and Tennyson Securities 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.

Important legal information

The contents of this Announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Tennyson Securities, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA").

This Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness.

Strand Hanson, which is authorised and regulated in the United Kingdom by the FCA, has been appointed as sole financial adviser to the Company in connection with the IPO. Strand Hanson is acting exclusively for the Company and no one else in connection with the IPO and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the IPO or for any other transaction, arrangement or matter referred to in this Announcement. Strand Hanson and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. Strand Hanson and any of its affiliates may provide such services to the Company and/or any of their respective affiliates in the future.

Tennyson Securities, which is authorised and regulated in the United Kingdom by the FCA, has been appointed as sole broker and retail offer coordinator to the Company in connection with the IPO. Tennyson Securities is acting exclusively for the Company and no one else in connection with the IPO and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the IPO and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the IPO or any transaction or arrangement referred to in this Announcement. Tennyson Securities and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. Tennyson Securities and any of its affiliates may provide such services to the Company and/or any of their respective affiliates in the future.

Apart from the responsibilities and liabilities, if any, that may be imposed on them 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, neither Strand Hanson nor Tennyson Securities accepts any responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this Announcement or for any other statement made or purported to be made by either of Strand Hanson or Tennyson Securities, or on their respective behalf, in connection with the Company, the Preferred Shares or the IPO and nothing in this Announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future.

This Announcement is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Preferred Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment therefore.

The securities referred to in this Announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to in this Announcement is being made in the United States. The IPO will be conducted in reliance on Regulation S under the Securities Act.

The Preferred Shares have not been and will not be registered under the applicable securities laws of any Restricted Jurisdiction. Subject to certain exceptions, the Preferred Shares may not be offered or sold in any Restricted Jurisdiction or to, or for the account or benefit of, any national, resident or citizen of any Restricted Jurisdiction. There will be no public offer of the Preferred Shares in any Restricted Jurisdiction.

This Announcement is only addressed to and directed at specific addressees that if in the UK, are "qualified investors" within the meaning of the Public Offers and Admissions to Trading Regulations 2024, who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; (iii) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) may otherwise lawfully be communicated; or (iv) members of WRAP's partner network of retail brokers, wealth managers and investment platforms, to the extent they participate as intermediaries in any IPO, for onward distribution to retail investors resident and physically present in the UK (all such persons referred to in (i), (ii), (iii) and (iv) together being "Relevant Persons"). This Announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, Relevant Persons.

This Announcement is not addressed to or directed at any persons outside of the UK.

Any subscription or purchase of Preferred Shares in the IPO should be made solely on the basis of information contained in the Prospectus which was published by the Company on 29 September 2026 in connection with the IPO and Admission. The information in this Announcement is subject to change. Before subscribing for or purchasing any Preferred Shares, persons viewing this Announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

Potential investors should not base any financial decision on this Announcement or any part of it. Acquiring investments to which this Announcement relates may expose an investor to a significant risk of losing a portion or all of the amount invested. This Announcement does not constitute a recommendation to purchase Preferred Shares. The value of the Preferred Shares can decrease as well as increase. Neither this Announcement, nor the Prospectus constitute a recommendation concerning the IPO or with respect to any investment in any of the Preferred Shares. Potential investors should consult a professional adviser as to the suitability of an investment in Preferred Shares for the person concerned.

Nothing contained in this Announcement constitutes or should be construed as being: (i) investment, financial, tax, accounting or legal advice; (ii) a representation that any investment or investment strategy is suitable or appropriate to your particular circumstances; or (iii) a personal recommendation to you. No statement contained in this Announcement is intended to be, and nor shall any such statement be construed as, a profit forecast or estimate.

Unless otherwise indicated, market, industry and competitive position data are estimated (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

Certain data in this Announcement, including financial, statistical, and operating information has been rounded. As a result of rounding, the totals of data presented in this Announcement may vary slightly from the actual arithmetic totals of such data.

The contents of the Company's website are not incorporated by reference into, and do not form part of, this Announcement.

APPENDIX 1

Expected timetable for weekly Preferred Dividends

The expected ex-dividend dates, record dates and latest payment dates for the weekly Preferred Dividends for the period to 1 October 2027 are set out below. Record dates have been set by reference to the London Stock Exchange’s Dividend Procedure Timetable and are expected to fall on a Friday, save where that timetable provides otherwise around UK bank holidays. Under the terms of the Preferred Shares, each weekly Preferred Dividend is payable no later than 10 working days (not including the record date and the payment date) after the relevant record date, and the latest payment dates below have been calculated on that basis. The Company may pay a weekly Preferred Dividend earlier than the latest payment date shown.

The UK is expected to move to a T+1 settlement cycle on 11 October 2027, and the London Stock Exchange has indicated that securities will not be marked ex-dividend between 4 October 2027 and 18 October 2027. The record dates and payment dates for the weekly Preferred Dividends from October 2027 onwards will be set in accordance with the London Stock Exchange’s arrangements for that transition and announced by the Company in due course.

Each of the times and dates set out above and mentioned elsewhere in this Announcement may be subject to change at the absolute discretion of the Company. If the expected dates and times change, the Company will give notice of this by issuing an announcement via a Regulatory Information Service. All times referred to in this Announcement are, unless otherwise stated, references to the time in London, UK.