Invest1 publisher2 min readPublished
Smarter Web freed £132.5m of distributable reserves before asking London for £25m
The Bristol company wants £15m to £25m for MORE shares, a sterling perpetual preferred backed by 2,878 bitcoin, and the High Court cleared the dividend capacity in July, before any prospectus existed.
The Investor · Invest desk
What happened
- The Smarter Web Company has filed to list a new class of preferred shares under the ticker MORE on the London Stock Exchange Main Market, targeting gross proceeds of £15m to £25m.
- The company will not proceed with the offering unless it raises at least £10m.
- The High Court confirmed a £210m reduction of the share premium account in July 2026, unlocking about £132.5m of distributable reserves earmarked for dividend obligations on the preferred shares.
- The Bristol company holds roughly 2,878 BTC on its balance sheet, built up after it adopted a formal Bitcoin treasury policy in 2025.
- The offering still needs approval from the Financial Conduct Authority, and no formal prospectus or launch date has been published.
Compiled by The InvestorSomething wrong?How this is made
Why it matters
- constraint The dividend rate is variable and unpublished, so no buyer can compute the cost of this money from anything filed so far, and neither can the holders of the common.
- exposure A MORE holder's recourse would be the distributable reserves and the board's willingness to declare, since the offer describes no charge over the coins and no vote.
- decision Reserves covering 5.3 times the maximum raise mean the company has already built dividend capacity for tranches well beyond this one, and will have to decide whether to use it.
- precedent Clearance would hand UK treasury companies that have been funding themselves with common equity or convertible debt a sterling alternative, with a court order as part of the recipe.
Distributable reserves are the mechanism here. UK company law does not let a company pay dividends out of share premium without a court's approval [11], so a dividend-paying preferred could not exist in payable form until the premium account came down. Shareholders voted for that on June 17, 2026 [12]. A perpetual preferred never repays principal [23], so the £132.5m is there to pay coupons [13].
£210m came off the share premium account and £132.5m arrived as distributable reserves, a difference of £77.5m [12][13][20]. The company's announcement, as reported by Crypto Briefing, does not account for it.
The other thin place is the security. The MORE shares would pay a variable-rate preferential dividend and carry no vote [10], and the description of the offer does not mention any pledge or charge over the coins [22]. Chief executive Andrew Webley pointed to four ways the dividends could be funded: operating cash flow from the web business, the newly created reserves, the bitcoin treasury, and future capital markets activity [14]. Two of those four require selling something at a price the company does not set.
The treasury is 2,878 coins that the source values at roughly $178m to $181m at recent prices [8][9]. Divide one by the other and the valuation implies about $62,000 a coin [21].
MicroStrategy, now Strategy, began the corporate bitcoin treasury model in 2020, Metaplanet took it to Japan, and a roster of smaller US public companies followed [16]. According to Crypto Briefing, the UK has been more cautious than either the US or Japan about crypto-linked products on its major exchanges [18]. The company reached the LSE Main Market in February 2026, ten months after going public by reverse takeover on Aquis [6][7][24].
The read here is that the reserve work built a funding channel and this offer is a price test on it, a first tranche of £15m to £25m sitting against a treasury of that size [1]. The counter-thesis is not complicated. A perpetual with a variable rate, no vote and no charge over the assets [10][22] is unsecured equity with a dividend preference, and it may only clear at a rate large enough to swallow the cash the web services side generates, which Webley has described as one of two engines alongside systematic bitcoin accumulation [15].
What to watch
- The prospectus, if the FCA clears one, and the dividend rate it names on the first tranche.
- Whether the book reaches the £10m minimum, below which the offer lapses.
- Whether a second tranche follows against the reserve capacity left over after this raise.