Smarter Web Company Shareholders Paving the Way for Bitcoin-backed Preferred Stocks in the UK
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1h ago
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Smarter Web Company has obtained shareholder approval, clearing a key obstacle for the proposed MORE perpetual preferred shares. The company plans to raise between 15 million and 25 million pounds through this issuance, but the IPO still requires the prospectus to be approved by the UK Financial Conduct Authority, and the process has not yet begun.
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Smarter Web Company has obtained shareholder approval, clearing the way for the resolutions required for its proposed MORE perpetual preferred stocks, which also creates key conditions for a potential listing on the main market of the London Stock Exchange.

According to the results of the company's general meeting of shareholders on September 28, shareholders have approved all three resolutions, which include amendments to the company's articles of association, authorization to issue preferred stock, and permission for the company to repurchase these securities in the market.

This vote grants the board of directors the shareholder authorization required to proceed with the initial public offering of these preferred shares. The reserved code for these preferred shares is MORE. However, this issuance has not yet been initiated and still depends on other conditions, including approval of the prospectus by the UK Financial Conduct Authority.

Resolution 1 involved amending the company's articles of association to accommodate new types of shares and received 163.8 million votes in favor, accounting for 99.86% of the total votes cast; there were also 231,386 votes against it, accounting for 0.14%.

Shareholders also supported the second resolution, authorizing directors to issue preferred stock, with a support rate of 99.84%. The third proposal, which allows the company to repurchase preferred stock in the market, also received 99.86% support.

After the voting concluded, the revised articles of association came into effect immediately. When the company announced the results, there were a total of 375.59 million ordinary shares, each with an equal number of voting rights.

MORE Preferred stock target financing of up to £25 million

This shareholder vote follows closely on the MORE proposal, which was made by Smarter Web Company on September 11th, and may be related to the IPO plan. MORE is a new type of perpetual preferred stock that is intended to be included in the official list under the category of "non-equity securities and non-voting equity securities."

According to the proposed structure, the company plans to raise a total proceeds of £15 million to £25 million by issuing these securities to institutional investors in the UK as well as eligible retail investors in the UK. The distribution channels include participating brokers, wealth management institutions, and investment platforms.

IPO requires a minimum of 10 million pounds to proceed. When the securities are approved for listing, there must be at least three institutions registered as market makers for MORE, and at the same time, at least 50% of the preferred shares must be held by the public.

The company stated that if any of these conditions are not met, IPO will not proceed.

The preferred stock will come with cumulative, variable interest rates and dividends that are paid on a weekly basis. Investors will have priority in liquidation, while the company retains the right to repurchase these shares. MORE holders do not have voting rights at the shareholders' meeting.

The company lists its regular operating cash flow, cash reserves, Bitcoin treasury, and the ability to continuously access public capital markets as potential sources of funds for fulfilling the dividend obligations of these securities.

The final terms have not yet been determined. Smarter Web Company indicates that if the transaction proceeds, the details of the securities and the arrangements for retail issuance will be disclosed through a 'Intention to List Confirmation' announcement or prospectus.

The Chief Executive Officer, Andrew Webley, stated at the time of the plan's announcement that if the required approvals are obtained and the issuance is completed, the company expects that MORE will become the first perpetual preferred stock issued by a British-registered commercial company, denominated in pounds sterling, and listed on the main market of the London Stock Exchange. The company is also advancing its Bitcoin treasury strategy.

Webley indicates that: 'The proposed preferred stocks are intended to provide an additional source of long-term capital, expand the range of investors who can invest in our company, and further diversify our capital structure.'

Smarter Web believes that MORE could become another source of funding.

The proposed preferred stocks will provide another financing option for the company while it continues to have a balance sheet centered around Bitcoin.

As previously reported by crypto.news, an analyst from TD Cowen stated earlier in September that MORE could become another long-term source of capital in addition to the company's existing financing options.

At that time, the investment bank raised the target price of Smarter Web from £0.64 to £0.73, while maintaining a 'buy' rating. Analysts led by Lance Vitanza stated that preferred equity could provide another financing option for the company to advance its Bitcoin treasury business.

In the past, Smarter Web has funded its treasury strategy through equity sales, convertible bond financing, and Bitcoin-backed loans. In May, the company drew 18 million pounds from a Coinbase credit line that was secured by its Bitcoin holdings, with a leverage ratio of approximately 12.19%.

The company's approach to convertible bond financing changed in July. At that time, the company sold 177.89 BTC bonds to repay its $11.7 million Smarter Convert obligations about two weeks before they were due.

This repayment eliminated the risk of an additional 7.7 million or more ordinary shares being issued in connection with this instrument. At that time, Webley stated that management no longer considers convertible bond instruments as the company's preferred source of financing under the current circumstances.

Bitcoin's treasury remains part of the financing structure.

Not long after repaying the convertible bonds, Smarter Web resumed purchasing Bitcoin. In August, the company bought 11.89 BTC, increasing its holdings to 2,712 BTC. The cost of this purchase of 11.89 BTC was 559,493 pounds, with an average price of 47,052 pounds per coin.

On September 2nd, the company purchased an additional 35 BTC, bringing its holdings to 2,747 BTC. The average price paid for each coin was 57,494 pounds, with total expenditures slightly exceeding 2 million pounds. After the transaction, the net average purchase price per BTC was 82,562 pounds, and the total net cost of purchasing Bitcoin amounted to approximately 226.8 million pounds.

According to the company's long-term 10-year plan, Bitcoin remains its main reserve asset in its treasury. Management stated that this treasury policy is aimed at supporting the company's capital position, while also striving to increase the amount of Bitcoin corresponding to each ordinary share over time.

If the MORE plan is advanced, it can operate in parallel with the company's existing ordinary share At The Market financing mechanism. If the preferred stock IPO is successful, the Smarter Web plan will establish an independent ATM mechanism, whereby Tennyson Capital Partners will sell the preferred stock and gradually raise funds when market conditions permit.

Before the company is able to apply for the inclusion of MORE in the main market of the London Stock Exchange, the proposed IPO still requires the approval of the UK Financial Conduct Authority for its prospectus. Smarter Web reminded in the initial proposal that shareholder approval does not guarantee that the preferred shares will definitely be issued, nor does it guarantee that the IPO and listing will definitely proceed.

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