Bitcoin News Today: The Smarter Web Issues UK’s First Bitcoin-Linked Convertible Bond

The Smarter Web Company PLC has successfully completed a $21 million convertible bond offering denominated in Bitcoin, fully subscribed by institutional investor TOBAM. The deal, part of the company’s Smarter Convert initiative, marks the first time a publicly listed firm in the UK has issued a capital instrument priced in Bitcoin [1]. The zero-coupon bond allows conversion to equity at a 5% premium to the reference share price of £1.95, with a forced conversion clause if the share price exceeds the conversion price by 50% for 10 consecutive days. If not converted within 12 months, the company will repay 98% of the bond’s value, offering a degree of downside protection [1]. The structure aligns the interests of both the company and investors, potentially increasing the company’s Bitcoin holdings while raising capital [1].

The bond’s principal is denominated in Bitcoin, meaning the repayment amount will fluctuate with Bitcoin’s market price, although the conversion price remains fixed in GBP [1]. The company has capped Bitcoin acquisitions under the initiative at 30% of its unencumbered treasury holdings, ensuring a measured approach to asset growth [1]. Should the full $21 million convert to equity, it would result in the issuance of 7,718,551 new shares [1]. Yves Choueifaty, CEO of TOBAM, described the structure as prudent and innovative, emphasizing Bitcoin’s role as a cornerstone of trust. Andrew Webley, CEO of The Smarter Web Company, referred to the transaction as a landmark for UK capital markets and a step toward expanding a new capital segment [1].

The Smarter Web Company, which offers web design, development, and online marketing services, has been integrating Bitcoin into its operations since 2023. Its 10 Year Plan, announced in April 2025, includes the adoption of a Bitcoin Treasury Policy as part of its long-term strategy [1]. The company holds Bitcoin as part of its treasury reserves but acknowledges risks such as volatility, lack of regulation, and cybersecurity threats [1]. It advises investors to conduct their own due diligence and remains transparent about these challenges.

The issuance reflects growing institutional interest in Bitcoin and a shift in how UK-listed firms are exploring alternative capital structures. The deal is expected to complement the company’s existing funding strategies and support growth through both organic expansion and strategic acquisitions [1]. The Smarter Web Company is not regulated by the UK’s Financial Conduct Authority (FCA), but it continues to explore digital asset integration as part of an innovation-driven strategy aimed at enhancing shareholder value and operational resilience [1].

Source: [1] Smarter Convert - $21 Million Subscription, Investegate (https://www.investegate.co.uk/announcement/rns/the-smarter-web-company-plc--swc/smarter-convert-21-million-subscription/9030515)