UK's Largest Bitcoin Treasury Retires Its Convertible as Premium Vanishes

The UK-listed web services group repaid entities linked to French asset manager TOBAM in a stock exchange announcement on 23 Jul, selling the Bitcoin at an average price of $65,762. The disposal eliminates a potential issuance of 7,718,551 ordinary shares and leaves Smarter Web with 2,700 BTC.

"As the Company has evolved, so too has our approach to capital allocation," chief executive Andrew Webley said. "We do not currently believe [convertible instruments] represent the right capital solution for the Company."

At 13:00UTC on 23 Jul, Smarter Web shares were trading at around £0.2958, close to yesterday's close of £0.2955. The share has lost 99.9% of its value since 20 Jun 2025, when it hit an all-time high of £6.30.

Why this isn't quite what it looks like

The repayment is less dramatic than a straight treasury sale. Smarter Web launched Smarter Convert in August 2025 as an interest-free bond denominated entirely in Bitcoin: TOBAM put in $21mn, the rules required at least 98% of that to go straight into Bitcoin, and Smarter Web put in 100%, which meant it was contractually on the hook to hand back the exact coins it bought if the bond wasn't converted into equity by maturity. That maturity was roughly two weeks away regardless. So the mechanics here were largely locked in from day one, and repaying slightly early, at the company's own request and with TOBAM's agreement, reads as tidy housekeeping rather than distress.

What is new is the tone. When Smarter Web unveiled Smarter Convert last August, it called the structure "an innovative alternative to traditional leverage." Webley's comment this week, that neither fiat nor Bitcoin-denominated convertibles currently suit the company, is a reversal of that pitch, not a technical footnote.

The specific coins were bought in the days after the 6 Aug 2025 subscription, when Bitcoin traded in the $114,000 to $119,000 range. Selling them now at $65,762 implies a loss of close to half their purchase value on that tranche alone, though Smarter Web hasn't disclosed the exact acquisition price for this specific parcel, so that figure is an estimate from the timing rather than a confirmed company disclosure.

Where Smarter Web sits on the table

Before this week's sale, the company held 2,878 BTC, ranking 28th among public Bitcoin treasury companies globally, according to BitcoinTreasuries.net, and comfortably the largest in the UK. Analysts at TD Cowen have called it the country's only "scaled" Bitcoin treasury vehicle. Today's disposal likely nudges it down a further place or two on a table where rankings shift by the day.

That context matters because the company's own numbers point to why a rethink of its financing tools makes sense right now. Smarter Web's shares trade at roughly 0.75 times the value of its net assets on an enterprise-value basis, according to BitcoinTreasuries.net, or about 0.90 times on the company's own fully diluted measure. Either way, the stock is worth less than the Bitcoin and cash sitting behind it. That is the exact condition under which the "issue shares at a premium, buy more Bitcoin" flywheel that built companies like Strategy stops working, and Bitcoin becomes a fallback source of cash, a trend that is happening broadly across the sector. Strategy itself has resumed Bitcoin sales after several years to cover preferred-share dividends. Smarter Web's repayment is a small-scale version of the same pressure.

How the company is actually doing

Smarter Web began in 2009 as a Bristol-based web design and digital marketing firm and only started accepting Bitcoin payments in 2023. Its pivot to a full Bitcoin treasury strategy dates to April 2025, when a reverse takeover put it on the Aquis Growth Market under the ticker SWC, and it unveiled a "10-Year Plan" to accumulate Bitcoin through capital raises. It moved to the London Stock Exchange's Main Market on 3 Feb, joined the FTSE All-Share and FTSE SmallCap indices on 23 Mar.

The underlying business is small and, for now, incidental to the investment case: revenue for the six months to 30 April was £397,473, alongside a total loss of £71.9mn, almost all of it a non-cash accounting hit from Bitcoin's price falling during the period. The company also drew on a new $30mn Bitcoin-backed credit facility with Coinbase and is pursuing a separate, larger restructuring: a £282mn capital reduction to support a new Bitcoin-backed preferred share class without diluting existing holders. Retiring the TOBAM bond fits that same pattern of reworking the balance sheet's structure while a bigger financing vehicle is built behind it.

Smarter Web typically publishes half-year results, with the last coming on 30 Jun. Full-year results for the twelve months ended 31 Oct 2026 are expected in Feb 2027.