Smarter Web MORE IPO Clears the Minimum but Adds Costly Capital
MORE raised £10 million at the deal’s minimum. About £4 million is earmarked for Bitcoin, while fees, preferred claims and dividends change the per-share economics.
Smarter Web’s MORE IPO has conditionally raised £10m, meeting the minimum required to proceed but falling below its £15m–£25m target. Trading is expected to begin on London’s Main Market on 14 October. Sources: offer results and original launch.
The preferred creates another route to buying Bitcoin without issuing ordinary shares. The initial transaction, however, shows why gross Bitcoin-per-share growth needs to be read alongside financing costs and preferred claims.
A smaller raise with substantial costs
The 111,112 IPO shares were priced at £90. Net proceeds are £8,346,006, implying approximately £1.65m in expenses, or 16.5% of the gross raise. The planned allocation is:
| Use | Amount |
|---|---|
| Bitcoin purchases | £4.00m |
| Working capital and general corporate purposes, including dividend reserves | £3.85m |
| Operating business growth | £0.50m |
Retail supplied £7.6m; institutions supplied £2.4m. Webley acknowledged disappointing institutional demand in his X post (screenshot), while describing the result as the lower end of the target. The published range started at £15m. MORE cleared the minimum, but missed that range.
His weekly-dividend claim also needs attribution: the official announcement describes it as what the company believes to be a first for a London-listed commercial company.
What MORE investors receive
MORE is a perpetual, non-voting sterling preferred with no conversion rights. Its initial 12% dividend rate applies to a £100 reference amount, producing £12 annualized on a £90 purchase: a 13.3% starting yield. This follows the financing approach familiar from STRC and SATA, with different terms.
The board can change the rate within limits, including a Bank of England base-rate-plus-one-percentage-point floor. It can also suspend payments; unpaid dividends accumulate without interest. The shares rank above ordinary equity but below creditors. Source: prospectus.
The IPO was directed at eligible UK investors; that offer restriction should not be confused with a blanket statement about future secondary-market access.
About 2.5 percent more gross Bitcoin per share
At an illustrative £57,500 per Bitcoin, £4m buys approximately 69.6 BTC. Added to the 2,747 BTC reported at 30 September, that would increase holdings by 2.53%. With the share denominator unchanged, gross BTC per share rises by the same percentage.
Using the 378,240,705 legally issued ordinary shares disclosed on 12 October, the calculation is roughly 726 to 745 sats per share. That denominator includes unsold ordinary ATM inventory. It differs from SWC’s fully diluted methodology, under which the company reported 750 gross and 671 net sats at 30 September.
This is a scenario isolating MORE’s planned Bitcoin purchase, not a completed purchase or a reported change between filing dates. Our SWC security page tracks the historical figures.
The preferred claim changes the picture
The IPO shares create approximately £11.11m of liquidation preference, based on £100 per preferred share, against £8.35m of net proceeds. Crediting every pound of those proceeds at face value still leaves an initial £2.77m gap, equivalent to about 48 BTC at the assumed price.
This calculation includes the retained cash and operating allocation as assets. It measures the shortfall beneath the IPO shares’ liquidation preference, rather than subtracting that claim from Bitcoin alone. It is not a cash repayment due immediately: MORE has no fixed maturity.
Gross BTC per share can therefore rise while ordinary shareholders’ assets after deducting the new preferred claim initially fall. As our preferred-financing guide explains, avoiding immediate ordinary-share issuance does not eliminate the cost of capital.
The dividend hurdle depends on the denominator
At the initial rate, the IPO shares carry approximately £1.33m of annualized dividends, equivalent to 23.2 BTC at £57,500. That is 13.3% of gross proceeds, about 16% of net proceeds and 33.3% of the £4m allocated to Bitcoin.
If appreciation of the newly purchased Bitcoin alone had to offset one year’s dividends, roughly 33% sterling appreciation would be needed, before recovering the initial £2.77m gap. Unrealized gains would still need to be converted into cash. Operating income, returns on reserves, rate changes and future financing alter the outcome; 13% is not a universal Bitcoin breakeven.
These figures isolate the IPO shares. A further 100,000 preferred shares will enter the ATM facility; dividends on that inventory are waived until sale. Future sales must be assessed separately.
MORE gives SWC a new funding option. Whether it improves ordinary shareholders’ position will depend on how much Bitcoin and operating income that capital ultimately produces, and how the company funds the preferred layer through a weaker market.
Independent analysis. Calculations are illustrative; capital and income are at risk.