Raj

#SWC IPO Hodler

[Raj @Raj_Devsi]

@nikitabier Look forward to your reviews lads @andysmith_asap @SWC_Wiki @Michaeljdobbin @80IQConviction

[Ben Harvey @0xbenharvey]

This is great news for @smarterwebuk and UK Bitcoin treasury companies at large.

In case anyone wasn't aware, UK Plcs can't pay dividends without "distributable profits", and a treasury company holding BTC doesn't have distributable profits from BTC appreciation under IFRS, given only realised gains count (and a buy-and-hold treasury typically doesn't realise). This places a structural limitation on UK Bitcoin treasury companies trying to replicate Strategy's STRC playbook.

However, SWC just found a way around this. They've been issuing equity since LSE main market listing above par value (not market value, accounting par value of the shares, likely <0.1p), which is currently locked from distribution under UK law as "capital". They've raised £213m of share premium to-date.

They're now looking to cancel all £210m of share premium, which really just means pay off a few losses, and then shift the remaining capital around.

That cancellation first absorbs SWC's £77.5m of accumulated losses, which are mostly the IFRS impairment hit on Bitcoin's recent drawdown (£70.8m), plus £3.2m of Smarter Convert fair value accounting and £2.7m of admin and Main Market listing costs.

The remaining £132.5m drops into distributable reserves, available to back any dividend-bearing instrument the board chooses to issue... cough cough Smarter Digital Credit!

Imo this vote should be a resounding yes, given that in one transaction, SWC would clear the impairment overhang and arm the balance sheet for prefs.

The specific RNS phrase that stands out to me is: "an alternative equity line which has attached to it a right to receive dividends, or buy-backs of the Company's share capital."

Looks like the General Meeting would be 17th June, with court directions and confirmation 3rd-14th July, and if successful a target effective date of 15th July.

Having been working on this the past few hours, I believe the first issuance window would be Q3-Q4 2026, if successful.

My research shows typically prefs require 5-7 years of dividend coverage, so size estimates from this initial issuance (SWC would keep replenishing their share premium pot on an ongoing basis for future issuances), are as follows, pre collateralisation considerations:

- STRC coupon (11.5%): Supports roughly £165-230m of issuance with 5-7 years of dividend coverage
- SATA coupon (13%): Supports roughly £145-205m of issuance with 5-7 years of dividend coverage

Of course, Strategy's preferred stack is 5x overcollateralised, and STRC alone is 7x overcollateralised. It's therefore reasonable to imply the Smarter Digital Credit would be ~5x overcollateralised, and given SWC currently holds £152.3m of BTC, this places a ceiling and realistic first issuance size of £25-40m.

This has the potential to be the beginning of the biggest structural move in European Bitcoin treasuries to-date.

Congrats to @asjwebley @the_desert_ape @Croesus_BTC and the rest of the team.

[Raj @Raj_Devsi]

So, I thought i would ask Mr Grok how long the process can take, when we get the Approval at the GM. Take a look, let me know your thoughts 😃!

I had to add a scenario where some of these things have already been worked on in the background, as we know Andrew's work ethic!

[The Smarter Web Company @smarterwebuk]

RNS Announcement: Proposed Capital Reduction and Notice of General Meeting

Please read the RNS on our website (link in comments).

LSE: #SWC | OTCQB: $TSWCF | FRA: $3M8

[Raj @Raj_Devsi]

@wildgoosejon @the_desert_ape_ @the_desert_ape @Glend_66 fyi sir

[Raj @Raj_Devsi]

@Michaeljdobbin I learn more from you Mick

[Raj @Raj_Devsi]

@Michaeljdobbin @BitcoinMagazine

[Raj @Raj_Devsi]

@80IQConviction @LunioRoy Your opinion is the only one I listen to 80

[Raj @Raj_Devsi]

@JohnCoo70815409 @SWC_Wiki

[Raj @Raj_Devsi]

What an achievement! @matthewkerridge small addition to the newsletter?

[Manchester United @ManUtd]

BRUNO FERNANDES. RECORD-BREAKER.

[Raj @Raj_Devsi]

@newstart_2024 @EasyasBTC123

[Raj @Raj_Devsi]

@FactualVin @ourgoodlifeuk Yeah makes sense, wonder how long it will take to get back to 2007!

[Raj @Raj_Devsi]

@mrwebleyteach Will you be buying a Park on the next SWC run?

[Raj @Raj_Devsi]

Outing number 2 with the SWC Tee, still no bites.

The 2nd picture is me holding the Bag(s) not including SWC. 10 year plan loading.

One day someone will spot the Tee, and I will have someone to talk too 🤣

Drop a follow for when the community closes, be good to keep in touch!

[Raj @Raj_Devsi]

👀

[Bitcoin Magazine @BitcoinMagazine]

JUST IN: 🇺🇸 Fox Business reports the 'Trump Administration is officially opening the door to make purchasing a home with Bitcoin the real estate norm.' 👀

A $4.2 million house was bought with bitcoin — and the sale closed faster than some traditional deals 🤯

[Raj @Raj_Devsi]

@EasyasBTC123 Amazing Sir 👏🏾! Gym sesh to celebrate?

[Ten Years Ago Today @tenyearsnow]

Thousands are evacuated from Old Trafford before kick-off between Man UTD. and AFC Bournemouth after a suspect package was found.

A controlled explosion was carried out within the stadium. The package is believed to have been an explosive device left from a training exercise.

[Raj @Raj_Devsi]

Senate Banking Committee voting on the Clarity Act today.

Translation: SEC, stop treating Bitcoin like it stole your girl, blocked you on every platform, and is now living its best life with the entire financial system.

CFTC, you’re in charge now!

Clear rules = institutions can finally buy BTC without getting sued every five minutes.

For SWC? Our Bristol Bitcoin treasury squad just got rocket fuel.

Higher BTC price = faster BTC-per-share growth = Happy days for the 10-Year Plan 🚀!

[Raj @Raj_Devsi]

Very bad picture from my mate, but cannot beat a Mixed grill + United win over Liverpool. Happy bank holiday 🚀!