UK Bitcoin treasury company Smarter Web has reportedly raised £10 million by issuing preferred shares, with about £4 million earmarked for planned Bitcoin purchases. Investors should keep one distinction in mind: buying shares in a company that holds BTC is not the same as owning Bitcoin.
- Reported raise: £10 million gross from 111, 112 preferred shares priced at £90 each.
- Planned Bitcoin allocation: About £4 million. The reported plan does not confirm that the company has made any purchases.
- Key distinction: Shareholders own shares in Smarter Web, not a segregated portion of its Bitcoin.
CryptoPotato reported the offering’s terms, the investor split and the planned use of proceeds. The prospectus and a usable, dated company or London Stock Exchange announcement are not available here to verify those details independently. They should be treated as reported figures, not confirmed terms.
What the reported offering raised
CryptoPotato reported that Smarter Web issued 111, 112 preferred shares at £90 each, generating £10 million in gross proceeds. Multiplying the share count by the issue price gives £10, 000, 080, which is broadly consistent with the rounded total.
The report said institutional investors contributed £2.4 million and retail investors £7.6 million. Retail investors therefore supplied 76% of the gross proceeds. CryptoPotato put net proceeds at about £8.3 million, roughly £1.7 million less than the gross amount. The report does not break down that difference, so it should not be treated as a confirmed total for expenses.
CryptoPotato also reported a separate 100, 000-share at-the-market facility held by or on behalf of Tennyson Capital. That facility is separate from the 111, 112 shares in the completed offering. It should not be counted as part of the raise or taken to mean that all 100, 000 shares have been sold.
How Smarter Web reportedly plans to use the proceeds
CryptoPotato said the company planned to allocate about £3.85 million to working capital and general costs, including cash reserves for dividends; £4 million to Bitcoin purchases; and £500, 000 to its operating business.
The allocations add up to £8.35 million, slightly more than the reported approximate net proceeds of £8.3 million. Rounding may explain the difference, but the figures cannot be reconciled without the formal documents. The £4 million Bitcoin allocation is a stated plan, not proof that Smarter Web has already bought that amount of BTC.
The report also said the raise fell £5 million short of the lower end of the prospectus range. The prospectus is not available here to verify that range, so the target minimum cannot be stated with confidence.
What the preferred shares reportedly offer
CryptoPotato described the preferred shares as non-voting at shareholder meetings, with a cumulative, variable weekly dividend that starts at an annual rate of 12% on a £100 amount. The board can reportedly adjust the rate within limits set by the prospectus.
The £100 figure matters because the shares were reportedly sold for £90 each. If the 12% rate is calculated on a £100 dividend amount, that works out to £12 a year per share before any adjustments. It would equal about 13.3% of the £90 issue price if the rate stays the same and the full amount is paid. That return is not guaranteed. The dividend is variable, and the formal terms set out the precise rights and payment conditions.
The reported first weekly payment of £0.2301 per share also differs from a simple calculation of £12 divided by 52, which comes to about £0.2308. The available account does not explain the difference. Investors should check the prospectus for the calculation method and any relevant conditions.
“Cumulative” generally means that unpaid dividend amounts can accrue under a security’s terms. It does not make payments risk-free or give preferred shareholders the same standing as creditors. The formal documents determine the shares’ ranking, payment conditions and investor remedies.
Bitcoin exposure is not Bitcoin ownership
Smarter Web’s own risk notice says the company holds Bitcoin as treasury reserves and surplus cash. It also warns that investing in its shares is not equivalent to investing in Bitcoin, directly or by proxy.
The distinction matters. Shareholders own shares in the company, not a specific or segregated portion of its BTC. A share’s value can be affected by Bitcoin’s price, as well as the company’s operating costs, financing decisions, management and capital structure. The company’s notice flags risks including Bitcoin volatility, cyberattacks, financial crime, counterparty failure and the possibility that it may be unable to sell holdings at the value it assigns to them.
The company says it is not authorised or regulated by the FCA in the conduct of its business. That is Smarter Web’s disclosure, not a complete account of UK financial regulation. The rules can depend on the activity and product involved.
CryptoPotato reported that CEO Andrew Webley described institutional demand for the offer as “disappointing, ” saying some investors who were expected to take part did not do so. Retail investors provided most of the gross proceeds, according to the reported figures, but that does not establish whether the raise met the company’s wider aims.
Key questions about Smarter Web’s share offering
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How much did Smarter Web reportedly raise?
CryptoPotato reported £10 million in gross proceeds from 111, 112 preferred shares sold at £90 each. The detailed terms have not been independently confirmed against the prospectus here.
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Will the proceeds all go into Bitcoin?
No. The reported plan earmarks about £4 million for Bitcoin purchases. The rest is intended for working capital, dividend reserves and the operating business.
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How does the reported dividend relate to the £90 share price?
The reported 12% rate is calculated on a £100 amount, which would equal £12 a year before adjustments. That is about 13.3% of the £90 issue price if paid in full and unchanged, but the dividend is variable and the formal terms govern.
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Do the shares give investors direct ownership of Bitcoin?
No. Investors own shares in Smarter Web, not its Bitcoin holdings. The company’s own risk notice says its shares are not equivalent to investing in BTC.
The reported raise ties corporate financing to a Bitcoin treasury strategy, but the two should not be conflated. A planned £4 million allocation could add to Smarter Web’s BTC holdings if the company carries it out. It does not remove the risks tied to the company, the share structure or the dividend terms.
