Smarter Web repays TOBAM convertible instrument after bitcoin sale

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Smarter Web repays TOBAM

Highlights

Smarter Web repaid its Smarter Convert instrument to TOBAM with a $11,698,540 payment funded by selling 177.89 bitcoin at an average price of $65,762 each.
Repayment two weeks before maturity eliminated potential dilution from 7,718,551 ordinary shares and removed both these shares and 177.89 bitcoin from fully diluted treasury analytics.
Since April 2025, Smarter Web has spent about £233 million (around $311 million) on bitcoin, mostly funded by over £225 million in capital raises.

Early repayment funded by bitcoin disposal

As reported by The Block, citing The Smarter Web Company PLC, the UK-listed firm repaid its Smarter Convert instrument to the TOBAM Group about two weeks before maturity by selling 177.89 bitcoin and using the proceeds to make a $11,698,540 payment.

The bitcoin sale cleared at an average price of $65,762 and accounted for the full bitcoin position bought with the original subscription proceeds. Under the August 2025 agreement, at least 98% of those funds had to be deployed into bitcoin, and the company said it invested 100%, which required repayment of the full amount raised.

The repayment was made at the company's request and with TOBAM's full support, according to the announcement.

Treasury strategy and dilution impact

Retiring the instrument removes a potential issuance of 7,718,551 ordinary shares, the disclosure said. The company also said those shares and the 177.89 bitcoin have been removed from its fully diluted treasury analytics.

Smarter Web started its bitcoin treasury strategy in April 2025 after first changing its corporate policy in 2023 to accept BTC payments. Since then, it has spent about £233 million, or around $311 million, on bitcoin purchases, funded mainly through more than £225 million in capital raises, with nearly all proceeds allocated to its treasury.

Chief Executive Andrew Webley said the company's approach to capital allocation has evolved as the business has developed, indicating the TOBAM instrument is no longer viewed as the right funding structure.

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