Invest1 publisher2 min readPublished
Smarter Web plans non-voting preferred shares with weekly dividend, citing Bitcoin treasury as one of several funding sources
Smarter Web, the UK's largest listed bitcoin holder, wants £15m to £25m from London for a non-voting preferred share that pays a variable weekly dividend. The prospectus still needs FCA approval.
The Investor · Invest desk
What happened
- Smarter Web said on Friday it will seek £15m to £25m by listing a new class of MORE preferred shares in London, the first preferred stock issued by a UK bitcoin treasury company.
- The shares would pay a cumulative variable rate weekly preferential dividend, come with a liquidation preference and a company option to redeem, and stay non-voting at general meetings.
- Smarter Web's ordinary shares gained more than 15% on the day of the announcement.
- Shareholders will vote on the plan at a general meeting in Bristol on September 28.
- The company held 2,747 BTC in early September after adding 35 coins, which ranked it 29th among public corporate holders.
Compiled by The InvestorSomething wrong?How this is made
Why it matters
- constraint Operating cash flow is the only one of the four named dividend sources that leaves what ordinary holders own intact, so the weekly payment becomes a claim on the coins the moment trading cash falls short.
- exposure Ordinary shareholders keep their votes and acquire a class ranking ahead of them on the same balance sheet, and that ranking bites if the company is ever wound up or exercises its redemption option.
- cost Fifty-two settlement dates a year against the Swedish issuer's twelve puts the cash-management burden on Smarter Web, which has to meet each one out of a treasury whose value moves week to week.
- precedent If the FCA clears a prospectus for a dividend that may be funded by selling the underlying bitcoin, that structure becomes available to every UK treasury company behind Smarter Web.
The directors named four sources for the weekly dividend: operating cash flow, cash reserves, the bitcoin treasury, and future sales of ordinary or preferred stock [5]. Two of those four are the asset the instrument is written against and more paper of the same class. Smarter Web also expects to keep selling preferred over time through an at-the-market facility managed by Tennyson Capital Partners [6].
Sweden's Bitcoin Treasury Capital listed Europe's first bitcoin-backed preferred in July, paying monthly on a flat 10% annual dividend [7]. Smarter Web's is cumulative, variable and weekly [4]. The company did not disclose how the rate will be set.
Completion needs at least £10m, which is 40% of the top of the £15m to £25m range [2][21], plus at least three registered market makers and half the preferred in public hands [10]. At the £10m floor that means at least £5m in public hands [22]. The listing would sit in the non-voting category of the FCA's Official List [8].
The plan follows a convertible the company cleared ahead of schedule. It sold 177.89 BTC to repay an $11.7m instrument held by the TOBAM Group [13], about 6.5% of the 2,747 coins it reported in early September [16][20]. Repaying two weeks early stopped an issuance of more than 7.7 million ordinary shares [15]. Chief executive Andrew Webley said the company was reviewing its position on whether fiat and bitcoin-denominated convertibles are "the right capital solution" [14].
Satsuma Technology's shareholders voted by more than 90% in July to sell 668 BTC and delist, returning far less than the £163.6m investors had put in [18]; against those 668 coins, the money raised works out at roughly £245,000 a coin [24]. The Financial Times reported that bitcoin treasury companies had lost more than $80bn of market value from their 2025 peak [19].
In my view the MORE listing swaps one form of dilution for another. Ordinary holders keep every vote and fall behind a class holding a liquidation preference on the same balance sheet [4], a class the directors may pay out of the coins [5]. That favours the ordinary holder while bitcoin rises and works against him when it falls, because a weekly dividend accrues whether the treasury is up or down [4]. The other reading is that the proceeds pay for themselves: part is earmarked for acquisitions of revenue-generating web businesses [17], and if that cash flow covers the payment, the treasury is untouched. If it does not, the two remaining routes both cut coins per ordinary share [5].
What to watch
- Whether the prospectus the FCA approves sets a formula, a floor or a cap for the variable weekly rate.
- Whether the Tennyson at-the-market facility is used to fund dividend payments or only to add new capital.
- Whether Smarter Web's coin count rises or falls in the reporting periods after the raise closes.