Have you noticed how often companies talk about Bitcoin as if it were a savings account with better branding? I have. And every time a firm tries to turn that idea into a listed security, the interesting part is not the slogan. It is the plumbing. Last week, shareholders in The Smarter Web Company voted through the legal changes needed for a proposed class of sterling perpetual preferred shares, reserved ticker MORE, that could one day sit on the London Stock Exchange Main Market. The vote does not mean the product is live. It means the board now has permission to keep walking toward a very unusual experiment: a UK commercial company with a Bitcoin-heavy treasury trying to sell income-style paper to institutions and eligible retail buyers.
What The Shareholder Vote Actually Unlocked
On paper the meeting looked tidy. Three resolutions. Overwhelming support. Articles of association amended on the spot. Authority granted to allot the new preferred class. Permission granted for market purchases of those same securities later. When the results were announced, the company had about 375.59 million ordinary shares carrying the same number of voting rights. Resolution one passed with 163.8 million votes in favor, or 99.86 percent of votes cast, and only 231,386 against. The allotment authority landed at 99.84 percent support. The buyback permission came in at 99.86 percent. That is not a contested room. That is a green light with almost no noise.
Still, I keep coming back to a simple point. Shareholder authority is a door, not a destination. The offering has not launched. A prospectus still needs approval from the UK Financial Conduct Authority. Admission would sit in the non equity shares and non voting equity shares category of the Official List. If you only read the headline, you might think London already has a Bitcoin-backed preferred share on the board. It does not. What it has is a company that cleared an internal hurdle and now has to satisfy market, regulatory, and distribution tests that are much less theatrical than a general meeting.
The Proposed Raise And The Conditions That Can Kill It
Management has sketched a target range of £15 million to £25 million in gross proceeds. A floor of £10 million must be reached or the initial public offering does not go ahead. At least three firms would need to register as market makers in MORE at admission. At least half of the preferred shares would need to sit in public hands. Miss any of those conditions and the company has already said the deal would stop. That is refreshingly blunt. A lot of capital markets language hides the off-ramps. This one put them on the table.
The intended buyers are institutional investors in the United Kingdom and eligible UK retail investors through participating brokers, wealth managers, and investment platforms. Final terms are not set. Details on the securities and the retail path would arrive later through a confirmation of intention to float or the prospectus itself, if the transaction proceeds. In my experience, that gap between “shareholders said yes” and “investors can actually buy the thing” is where most of the real risk lives. Pricing, dividend mechanics, redemption language, and liquidity support can change the product from interesting to awkward in a single document.
The proposed preferred shares are designed to provide an additional source of long-term capital, broaden the range of investors able to invest in the company and further diversify our capital structure.
– Company leadership, commenting when the plan was first outlined
That sentence is doing a lot of work. Long-term capital. Broader investor base. Diversified structure. All fair aims. The question is whether a perpetual preferred with a weekly preferential dividend is the cleanest way to get there, or simply the way that fits a Bitcoin treasury narrative without issuing another wave of ordinary equity.
How MORE Is Supposed To Behave
The proposed shares would be perpetual. They would pay a cumulative variable rate preferential dividend on a weekly timetable. Holders would have a liquidation preference. The company would keep a right to redeem. Holders would not vote at general meetings. That last feature matters more than people admit. You can own an instrument that sits close to the company’s story and still have no say when strategy changes. Some investors are fine with that trade if the coupon is attractive and the issuer is disciplined. Others discover, usually late, that non-voting paper feels different the moment markets turn ugly.
Weekly payments sound friendly. They also create an operational drumbeat. Somebody has to fund those distributions again and again. Management has pointed to recurring operating cash flows, cash reserves, the Bitcoin treasury, and continued access to public capital markets as possible sources. That mix is honest, and a little revealing. If operating cash is thin in a given stretch, the treasury or fresh capital markets activity becomes the backstop. Bitcoin can help a balance sheet. It can also make a weekly obligation feel louder when prices slump.
- Perpetual preferred structure with no general meeting votes for holders
- Cumulative variable preferential dividend paid weekly
- Issuer redemption right and investor liquidation preference
- Target raise of £15 million to £25 million, with a £10 million minimum
- Market-maker and free-float tests required at admission
I find the weekly cadence the most distinctive design choice. Monthly or quarterly income products are familiar. Weekly is closer to a cash-management habit. That can help marketing. It can also train investors to watch the company the way they watch a paycheck. Miss the rhythm once and the story changes fast, even if the legal terms still hold.
Why A Bitcoin Treasury Company Wants This Instrument
The firm has spent the past year stitching together several funding routes. Equity sales. Convertible financing. Bitcoin-backed borrowing. In May it had drawn £18 million through a credit facility secured against Bitcoin holdings, with leverage around 12.19 percent. That is not reckless on its face. It is still leverage against an asset that can move 10 percent while you are making tea.
The convertible chapter shifted in July. The company sold 177.89 BTC to repay an $11.7 million convertible instrument about two weeks before maturity. That repayment took more than 7.7 million potential ordinary shares off the table. Leadership said convertibles were no longer the preferred financing tool given the company’s position. Fair enough. Convertibles are handy until the share count starts to look like a leak. Paying the instrument off with Bitcoin was a statement: better to shrink the token stack than keep a dilution overhang hanging over ordinary holders.
Then buying resumed. An August purchase of 11.89 BTC cost £559,493 at an average £47,052 per coin and took the treasury to 2,712 BTC. A further 35 BTC on 2 September lifted holdings to 2,747 BTC at an average £57,494, just over £2 million spent. After that deal, the net average acquisition price stood at £82,562 per Bitcoin, with net purchases around £226.8 million. Those numbers matter because MORE is being pitched as another capital sleeve beside an ordinary share at-the-market facility. If the preferred offering proceeds, the company plans a separate ATM in which a designated partner could sell preferred shares over time, subject to market conditions.
Put plainly, management wants optionality. Ordinary equity when the stock can bear it. Credit when Bitcoin collateral is accepted on decent terms. Preferred paper when the buyer wants income more than votes. I do not think that is automatically clever. I do think it is more grown-up than pretending one tool can fund a multi-year treasury plan.
The First Sterling Angle And Why London Cares
When the plan was announced, the chief executive said that, subject to approvals and completion, MORE could be the first sterling-denominated perpetual preferred share listed on the LSE Main Market by a UK-incorporated commercial company pursuing a Bitcoin treasury strategy. That is a long qualifier. It is also the part that makes the story travel. London has plenty of income securities. It does not have a crowded shelf of Bitcoin-treasury preferreds priced in pounds.
Perhaps the most interesting aspect is the investor set this tries to reach. Some people will not, or cannot, hold coins directly. Some wealth platforms still treat spot crypto as a special case. A listed preferred share denominated in sterling, paying a weekly preferential dividend, is a different conversation with a compliance team. It may still be too exotic for conservative mandates. It may be just familiar enough for others. That in-between status is the whole commercial bet.
Analysts covering the name earlier in September argued that preferred equity could give the company another long-term capital source alongside tools it already uses. One desk raised its price target on the ordinary shares and kept a constructive stance, framing MORE as financing flexibility rather than a miracle product. I agree with the framing more than with any single target price. Flexibility is useful. Flexibility is not free. Preferred capital sits above ordinary equity in a stress scenario and can constrain what management does with cash.
Dividend Promise Meets Treasury Reality
Here is where I get less polite. A variable cumulative preferred dividend paid weekly is a product feature. It is also a claim on resources. Bitcoin remains the primary treasury reserve asset under the firm’s long-term 10 Year Plan. Management has said the policy is meant to support the capital position while seeking to raise Bitcoin per ordinary share over time. Those two aims can live together in a bull tape. They argue in a bear tape.
If Bitcoin rises, the treasury looks like a war chest and the preferred dividend looks cheap relative to the balance sheet. If Bitcoin falls, two pressures arrive at once. The collateral story weakens. The temptation to issue more paper, sell coins, or lean on operating cash grows. None of that makes the structure illegitimate. It does mean buyers should read MORE as a corporate credit-and-equity hybrid wearing an income costume, not as a substitute for a government bill.
| Feature | What buyers get | What still sits with the company |
| Dividend | Weekly preferential claim, cumulative and variable | Funding mix across cash, operations, treasury, markets |
| Control | No general meeting votes | Strategy, issuance pace, redemption timing |
| Life of instrument | Perpetual economic exposure | Right to redeem |
| Listing path | Potential Main Market access if tests are met | Prospectus, market makers, free float, minimum raise |
Look at that table twice. The left column is the brochure. The right column is the operating reality. I have found that investors who only memorize the brochure are the ones who sound shocked later.
Retail Access Without The Usual Fairy Tale
Retail participation through brokers and platforms is part of the pitch. Good. Public markets should not be a private club. But eligible UK retail is not the same as “anyone with an app and a hunch.” Suitability filters, platform onboarding, and the simple fact that preferred shares can trade poorly in thin sessions will do more to shape outcomes than any slogan about inclusion.
Liquidity is the unglamorous test. Three market makers at admission is a start, not a guarantee of tight spreads six months later. Preferred shares can sit quietly until someone needs an exit on a bad morning. If you cannot tolerate that, this is not your instrument. If you can, the weekly dividend may compensate you for waiting. That is a personal risk budget question, not a morality play about crypto adoption.
And no, I would not treat MORE as a way to “own Bitcoin without owning Bitcoin.” The cash flows depend on a company. The company depends on operations, capital markets access, and a treasury policy that can change. The coin price matters. Governance matters more on a wet Wednesday in November.
Capital Structure, Dilution, And The Quiet Trade-Off
Ordinary shareholders should care about this vote even if they never touch the preferreds. Why? Because preferred capital can protect the ordinary count in the short run and still extract value over time. A coupon is not free. Redemption rights can be used well or used late. A future preferred ATM can become a drip of supply just as an ordinary ATM can. The difference is who feels the first squeeze: income buyers watching the dividend, or equity buyers watching the share count.
The convertible repayment already showed a preference for cleaning up potential dilution. That was a decent signal. The next signal will be whether management treats MORE as a measured sleeve or as a habit. Companies fall in love with the last tool that worked. If preferred paper is easy to place in a risk-on month, the temptation to keep tapping it will be real.
- Watch whether the prospectus keeps the weekly dividend language intact or softens it.
- Watch the minimum raise and the public-hands test, because those decide if the deal exists at all.
- Watch how Bitcoin purchases and preferred issuance interact after any listing.
- Watch redemption language as carefully as the headline coupon.
- Watch secondary trading in the first quarter, not the first day.
Those five checks are dull. They are also the difference between reading a press release and doing the job.
What Could Still Go Sideways
Regulatory timing can slip. Market windows can close. Demand can arrive for a smaller book than management wants. Bitcoin can drop while the marketing roadshow is mid-sentence. Any one of those can stall a deal that already has shareholder blessing. The company itself cautioned that approval did not guarantee issuance or admission. Believe that sentence. It is the most useful line in the entire sequence.
There is also a narrative risk that people underprice. If MORE is sold as a landmark “first,” every operational wobble becomes a referendum on UK digital-asset finance rather than a single issuer’s cash-flow week. That is unfair to the company and unhealthy for buyers. A preferred share should be judged as a contract. Is the rate adequate? Is the issuer durable? Is liquidity acceptable? The rest is color.
I’ve found that markets love firsts until the second month, when firsts have to clear like everything else. London does not owe this product a victory lap. Investors do not owe the Bitcoin treasury model blind loyalty. If the instrument is well built and honestly sold, it can sit in a portfolio as a high-risk income satellite. If it is sold as destiny, skip it.
A Practical Way To Read The Next Announcements
When the next document appears, ignore the adjectives for a minute. Look for the dividend formula. Look for payment sources and any board discretion around distributions. Look for covenants, or the absence of them. Look for how redemption would be funded. Look for selling restrictions and who can actually place an order. Then look at the Bitcoin treasury policy in the same sitting. The product and the reserve asset are not separate stories. They are one balance sheet wearing two outfits.
A simple filter before you care: 1. Can the company miss a weekly print without breaking trust? 2. Does ordinary strategy still work if preferred capital stays outstanding for years? 3. Would you hold this if Bitcoin went sideways for eighteen months?
If the honest answer to that third question is no, you are not buying an income security. You are buying a directional bet with a coupon attached. There is no shame in that. Just name it correctly.
For ordinary shareholders, the vote is mostly constructive. It widens the toolkit. It does not, by itself, raise Bitcoin per share. That still depends on purchase discipline, operating performance, and the price paid for new capital. For prospective preferred buyers, the vote is an invitation to keep reading, not a reason to queue. The listing is conditional. The terms are unfinished. The treasury is large enough to matter and volatile enough to humble anyone who treats it like a bond portfolio.
Shareholder approval is necessary. It is not sufficient. The market still has to want the paper, and the issuer still has to live with the promise after the applause fades.
Where This Leaves The Broader Treasury Trend
Corporate Bitcoin strategies are no longer a novelty, but the funding stack around them is still immature. Equity is blunt. Convertibles can sneak up on the share count. Coin-backed credit is efficient until haircuts move. Preferred shares try to sit in the gap: permanent-ish capital, income language, limited control for holders. If MORE reaches the Main Market, other boards will study the template. If it stalls, they will study that too, quietly, and pretend they never considered it.
Either outcome is useful. Capital markets improve when experiments are visible. They get worse when every experiment is sold as inevitable progress. I would rather see one carefully documented sterling preferred, with boring risk factors and a real market-maker panel, than a dozen copycats rushing the same headline.
So yes, shareholders cleared the path. The path still has gates. Prospectus. Book. Market makers. Free float. A minimum raise. Then the unromantic work of paying people every week while a Bitcoin treasury does what Bitcoin treasuries do: sit there looking brilliant or awkward depending on the month. That is the story. Not a revolution. A structure. And structures, unlike slogans, have to clear.
