Smarter Web Company sets up new equity facility as it balances growth, Bitcoin strategy and shareholder dilution

UK-based digital services provider has updated its capital plans, with Smarter Web Company at the center of a new equity facility linked to future growth.

Revised subscription agreement and expanded share pool

Smarter Web Company, listed on the AQSE Growth Market, has approved the issue of 50 million new ordinary shares under a revised subscription agreement. The move is intended to add capital flexibility as the group prepares its next growth phase.

The latest agreement was signed on 23 December 2025 with Shard Merchant Capital Limited and replaces a prior facility originally announced in September 2025. Moreover, it now covers both the newly approved 50 million shares and 13.24 million shares that were previously issued but not yet sold.

This combined structure lifts the total potential allocation to just over 63.2 million ordinary shares. However, admission of the new tranche to trading on the AQSE venue remains subject to regulatory approval, with the company expecting the shares to start trading around 2 January 2026.

Role of Shard Merchant Capital and execution mechanics

Under the deal, Shard Merchant Capital will act through its broker to place shares into the market, while Tennyson Securities will arrange the facility. That said, Shard Merchant Capital itself will operate as a client of Shard Capital Partners, adding an additional layer of market infrastructure to the process.

The agreement imposes clear constraints on execution. Weekly share disposals are capped at up to 25% of the company’s trading volume over the same week, calculated on a rolling basis as trades occur. Pricing provisions also prevent shares being sold below the previous day’s closing price, supporting market integrity.

Furthermore, the company has retained the discretion to pause or resume sales at any time, giving management tactical control over supply to the market. It will also publish weekly updates on the number of shares sold, unless there is a week in which no shares are placed.

Proceeds from any sale will be paid to the company net of a 1.75% commission due to Shard Merchant Capital. As a result, the issuer will receive 98.25% of the aggregate sale proceeds, with the commission fee deducted at source.

Impact on share capital and existing investors

Once the exchange admits the new shares to trading, the total number of ordinary shares in issue is expected to rise to approximately 350.2 million. However, this increase will dilute existing shareholders’ percentage holdings, even though their absolute number of shares will remain unchanged.

As an illustration, the chief executive’s family stake is projected to fall from about 9.13% of the company to roughly 7.83%. That said, management argues that the additional equity capacity strengthens the balance sheet and broadens the investor base, potentially supporting longer-term growth.

The enlarged share count will become the new reference figure for transparency and disclosure obligations under UK reporting rules. In practice, this means investors must use the updated denominator when assessing whether they cross regulatory notification thresholds.

Bitcoin-focused treasury and strategic rationale

The business, which offers web design, development and digital marketing services, is also known as the UK’s largest publicly traded firm holding Bitcoin on its balance sheet. Moreover, it has accepted Bitcoin payments since 2022, reflecting a treasury approach that actively incorporates digital assets.

Management described the revised facility as a tool to help the company respond to future market conditions while raising capital in an orderly manner. In this context, the smarter web company primary_keyword appears aligned with a strategy that blends conventional equity funding with a Bitcoin-focused treasury.

Importantly, the announcement signals preparation rather than an immediate large-scale share sale. However, investors are likely to monitor upcoming weekly disclosures closely to gauge the pace of placements and to understand how any fresh capital is ultimately deployed.

In summary, the updated subscription agreement provides Smarter Web Company with additional financial flexibility, but it also introduces measurable dilution for existing holders as the group balances growth funding with its distinctive digital asset treasury stance.