The Smarter Web Company (SWC), originally established in 2009 as a UK-based web design and digital marketing firm, has dramatically pivoted toward digital assets. On August 6, 2025, The Smarter Web Company PLC, announced “Smarter Convert”, a novel Bitcoin‑denominated, interest‑free convertible bond fully subscribed by TOBAM through three of its funds.
Priced in Bitcoin, the bond offers two possible outcomes. One where equity conversion is at a 5% premium to SWC’s £1.95 reference share price (i.e. ~£2.05/share), or a principal repayment of 98% in Bitcoin after 12 months if unconverted. Conversion rights become available to investors at six months. After that point, SWC may force conversion if the share price trades 50% above the Conversion Share Price for at least 10 consecutive trading days. Should conversion not occur within 12 months, the company will repay 98% of the bond’s Bitcoin‑denominated principal, providing investors some downside buffer.
The announcement sets out scenarios illustrating these outcomes:
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- In a “worst-case” scenario, investors receive 98% of bond value at maturity, absorbing minimal cost in Bitcoin.
- In a “best-case” scenario, full equity conversion allows SWC to raise capital at a premium with limited dilution – around 7.7 million new shares if fully converted.
Interestingly, the aggregate Bitcoin deployed under this program is limited to around 30% of SWC’s existing Bitcoin treasury. This will ensure a measured exposure to crypto volatility and maintain treasury discipline.
What Is a Bitcoin‑denominated convertible bond?
This hybrid instrument blends debt and equity with interest-free funding while offering upside participation in both Bitcoin and share price appreciation. Denomination in Bitcoin means the repayment value fluctuates with BTC’s price. While this exposes both parties to crypto volatility, the built-in limit of 30% ensures measured exposure. For Smarter Web, the bond raises fresh capital without immediate dilution, while enabling disciplined expansion of its Bitcoin treasury strategy.
Andrew Webley, CEO of Smarter Web, called the transaction “yet another first for the UK capital markets,” while TOBAM CEO Yves Choueifaty praised it as “prudent downside protection, premium equity participation, and a Bitcoin‑denominated structure.
The Smarter Web Company offers web design, web development and online marketing services. Since 2023 The Smarter Web Company has adopted a policy of accepting payment in Bitcoin and is also working towards the adoption of a Bitcoin treasury policy into its strategy.
