How to Read an RNS

Section 1What an RNS is, and why it changes how you read a treasury company

If you have only ever read US treasury companies, you have been trained by a periodic disclosure regime. 10-K, 10-Q, 8-K, proxy. The 8-K is the event channel, but the center of gravity is the quarterly cycle: you wait for the quarter, you get a balance sheet, you compute from the balance sheet.

The UK regime inverts that weighting. The Regulatory News Service (RNS) is the London Stock Exchange's Primary Information Provider, the FCA-approved channel through which a listed company discharges its disclosure obligations. Announcements land when the event happens, not when the quarter closes. A UK-listed treasury company's disclosure record is therefore a dense, event-driven stream punctuated by two statutory anchors a year (annual report, half-year report), rather than four periodic snapshots with events filed in between.

For our purposes this is a trade. You gain timeliness. An SWC bitcoin purchase is public at 07:00 London on the day, not six weeks later in a filing. You lose integration. The RNS stream hands you events; it very rarely hands you a balance sheet. Nobody assembles the capital structure for you. You assemble it, or you do not have it.

That is the single most important habit to build: an RNS tells you what changed, not what the state now is. State comes from a different class of announcement (§6) and from the audited accounts (§7).

The standard cadence tell. UK regulatory announcements are conventionally released at 07:00 London, before the 08:00 open. SWC's purchase and subscription announcements consistently carry that stamp. A 17:30 or 18:10 release is usually administrative or index-related rather than price-forming. SWC's Total Voting Rights announcement went out at 17:30 and its index-inclusion notice at 18:10.

[LOC: announcement timestamps visible in the SWC announcement list, Hargreaves Lansdown mirror; Total Voting Rights, 2 March 2026 17:30; FTSE UK Index Series Inclusion, 4 March 2026 18:10; Subscription Agreement Update — £0.1m Proceeds, 9 March 2026 07:00.]

Where to find them

Primary, in order of preference:

1. The company's own investor news page. SWC posts each announcement as a dated PDF. This is the cleanest artifact available, full text, no reformatting, no paywall, permanent URL. Location pattern observed: smarterwebcompany.co.uk investor news, files dated YYYY-MM-DD-<slug>.pdf.

   [LOC: Bitcoin Purchase, 15 May 2026; company-hosted PDF at smarterwebcompany.co.uk. Fetched and read in full for this draft.]

2. London Stock Exchange news pages (londonstockexchange.com/news-article/SWC/...). The exchange's own record. Authoritative but the pages are cookie-walled and awkward to cite; article IDs are stable.

   [LOC: Bitcoin Purchase, released 07:00:05, 29 May 2026; LSE news article 17613381.]

3. RNS number. Each announcement carries one, a short alphanumeric identifier such as 4849N, distinct from the long numeric IDs used by mirror databases. Treat it as the closest thing the UK regime has to an accession number, and where a figure matters, cite it alongside the date and headline.

   [NO VERIFIED SPECIMEN; see open items] This draft contains no RNS number closed against a primary source, so no worked specimen is shown. The convert repayment circulates as RNS 4849N; that reached this draft through a mirror and is carried as EST throughout. A mirror database ID is not an RNS number. Investegate 9483135 and 9642997, both cited elsewhere in this guide, are Investegate's own record identifiers and cannot substitute. Until an RNS number is closed against the LSE page or a company PDF, this section teaches the practice without demonstrating it.

Mirrors, usable, but flag them as mirrors:

Investegate, LSE.co.uk (which lists SWC under the symbol SWC.PL), TradingView's Reuters regulatory feed, Aquis's announcement archive for the pre-migration period, and various aggregators all republish RNS text. They are genuinely useful for finding an announcement and for reading full text without a cookie wall. Two cautions:

• Investegate now prefixes announcements with an AI-generated summary, and says so in its own page furniture. The summary is not the announcement. Read past it to the RNS body. Never take a figure from the summary block.
• Mirrors sometimes carry the announcement under a normalized or altered headline, and some carry only an extract. If your figure comes from a mirror, the citation should say so and the anchor thread should close it against the company PDF or the LSE page before publication.

Section 2Anatomy of a bitcoin purchase announcement

SWC's purchase RNS is unusually well-structured. It is close to a form. Learning it once means you can read any of them in fifteen seconds. Here is the 15 May 2026 announcement, disassembled.

[LOC: "Bitcoin Purchase," 15 May 2026, company-hosted PDF. All figures in this section from that document unless noted.]

Header block. Date, company name, defined terms ("the Company"), headline. Then the venue line: LSE: SWC | OTCQB: TSWCF | FRA: 3M8. That venue line is itself a dated artifact. See §8.

The transaction bullets. Six fields, always in the same order:

Two things to notice immediately.

First, the currency pair is doing work. Every price is given in GBP with a USD equivalent. The GBP figure is the transaction figure; the USD figure is a courtesy conversion at an unstated rate. 10 × £58,891 = £588,910 against a stated £588,911.

That £1 is a synthetic residual. It is not a discrepancy in the company's data and it does not exist anywhere in the company's records. The reader manufactures it by multiplying back through a rounded quotient. The amount is the primary figure; the average is derived from it and lossy in the last digit. [DERIVED] So: compute from the amount, never from the average, and never report a synthetic residual as though it were an inconsistency in the filing. The same applies to every reconstructed average in this series. A gap you created by rounding is not a finding.

The implied FX rate here is roughly 1.3527 USD/GBP [DERIVED from 79,662 / 58,891], which you can sanity-check but should not treat as the company's official rate.

Second, "total average purchase price" is a cost-basis figure, not a valuation. £81,275/BTC across the stack against £58,891 paid on the day says this purchase landed well below the running average. That is a fact about the company's history, not about whether the purchase was accretive. Accretion is a per-share question and the announcement does not answer it.

The claims paragraph. This is the field most casual readers skip and it is the one that matters most for us. The 15 May announcement carries a Coinbase Strategic Credit Facility section stating total drawings of £16,500,000 following the purchase, an approximate leverage ratio of 10.89%, security over existing bitcoin holdings, a variable rate between 6.75% and 7.25%, and repayability at the Company's discretion without additional charge.

Two weeks later the same block reads £18,500,000 drawn and approximately 13.25% leverage.

[LOC: "Bitcoin Purchase," 29 May 2026; Investegate mirror, RNS body. Flagged as mirror. Close against company PDF or LSE article 17613381 before ship.]

That is the senior claim moving in public, announcement by announcement, and it is the raw material for Senior Claims %. Note that the company's own "leverage ratio" is its definition (drawings against some measure of holdings) and is not Senior Claims %. Do not import it. Compute Senior Claims % as Net Senior Claims in BTC / Total BTC from the underlying figures.

Every figure in an RNS is as-at, and a later announcement does not make an earlier one wrong. This sounds obvious and is violated constantly. The 6.75 to 7.25% rate band above is correct for the 15 May announcement; the facility subsequently repriced to 6%. Holdings of 2,700 BTC are correct for the 23 July repayment; a purchase in early August took them to 2,712. Neither later event invalidates the earlier worked example, and neither should be retrofitted into it. A worked example is a reading of one dated document. Date every figure you lift, and never silently refresh a number inside a citation. That is how a sourced piece quietly becomes an unsourced one.

[ANCHOR-SUPPLIED; the 6% reprice and the 2,712 holdings figure came from the re-verify pass without locations. Capture the RNS date and headline for each before either appears in body text; they are illustrative here and should be replaced with cited events or cut.]

The issuer KPI block. The announcement reports a quarter-to-date BTC Yield of 14.26%, and defines the term in its own notes: an issuer-defined KPI measuring the percentage change in the ratio of total bitcoin holdings to shares in issue on a fully diluted basis, over a stated period, here, from the 31 March 2026 quarter-end. The same notes set out issuer definitions for diluted market cap, enterprise value, net asset value, and mNAV.

[LOC: Bitcoin Purchase, 15 May 2026, company PDF; figure, period basis, and definitions all read from the announcement and its notes; confirmed verbatim against the primary at v1.0. Issuer-reported metric, quoted and attributed. Not a framework output.]

Naming it is necessary here because the field is on the face of the document this section is teaching readers to disassemble; a reader who has been told only that "a performance figure appears" cannot find it. But the attribution must stay welded to it. BTC Yield is The Smarter Web Company's measurement, on The Smarter Web Company's denominator, and no number carrying that name is ever restated, recomputed, or echoed as framework output anywhere in this series.

The contrast is the reason it earns a mention at all. BTC Yield is measured fully diluted. CEBE is measured on basic shares outstanding. They answer different questions, and they diverge exactly when convertible instruments and warrants are live, which, for SWC across the period covered here, is most of it. A fully diluted denominator counts shares that do not yet exist and may never exist; §5 works an event where 7,718,551 such shares stopped existing without a single share being issued or cancelled. Where this series reports a yield figure, it reports CEBE Yield, computed on basic shares, and says so.

Either way the analytical point stands and should survive to publication: the company's KPI denominator is fully diluted; CEBE's is basic shares outstanding. They are not the same measurement and will diverge exactly when convertible instruments and warrants are live, which, for SWC, is most of the period covered here.

The boilerplate, and a boilerplate trap. Roughly two-thirds of every SWC announcement is standing text: business description, the 10 Year Plan pointer (announced by RNS at 07:00 on 28 April 2025), LEI (213800VQO9FUG4PZMP73), director responsibility statement, and a long FCA-facing risk notice. You can skim it. But skim it with your eyes open, because standing text drifts. Earlier SWC announcements state the company has accepted payment in bitcoin since 2023; later ones state 2022.

[LOC: "since 2023"; Bitcoin Purchase RNS body, Share Talk and LSE.co.uk mirrors, and Subscription Agreement Update — £2.6m Proceeds, Investegate mirror. "Since 2022"; Bitcoin Purchase, 15 May 2026 company PDF, and Repayment of Smarter Convert Instrument, 23 July 2026. Both mirror-flagged on the "2023" side.]

[PENDING: identify the announcement at which the boilerplate changed, and whether either version was corrected by a Replacement RNS. Not load-bearing for any number, but it is a clean illustration of why boilerplate is evidence too.]

Section 3Placements, subscription agreements, and computing dilution

This is where UK event-driven disclosure most rewards a careful reader and most punishes a lazy one.

The two-layer structure

SWC does not typically raise via discrete placings announced one at a time. It signs a subscription agreement, a framework under which a fixed number of new ordinary shares may be placed over time, and then announces tranches against that framework as they are placed.

Frameworks observed in the record:

• Subscription Agreement announced 19 June 2025 [LOC: referenced in Subscription Agreement Update — £2.6m Proceeds, Investegate mirror].
• Subscription Agreement announced 4 September 2025, for 21,000,000 new ordinary shares, signed 3 September with Shard Merchant Capital Ltd [LOC: referenced in Subscription Agreement Update — £1.2m Proceeds, Investegate mirror; framework terms via secondary coverage; PENDING: close the 4 Sep 2025 framework RNS itself, primary].
• Subscription Agreement announced 24 December 2025 [LOC: referenced by name and date in at least four tranche updates; £1.7m, £0.5m, £0.9m, £0.3m, £0.2m Proceeds].

The tranche announcement is a compact form:

Worked instances, all from tranche RNSs under the 24 December 2025 framework:

[LOC: all rows from Investegate mirrors of the respective "Subscription Agreement Update" RNSs, plus TradingView/Reuters regulatory feed for the £0.3m row dated 15 June 2026. All mirror-flagged. PENDING: exact release dates for the £1.7m, £0.5m, £0.9m, and £0.2m rows; close all five against company PDFs.]

Note the settlement percentage: 97% under the 2025 frameworks, 98.25% under the 24 December 2025 framework. That spread is the placing agent's cut and it is disclosed on the face of the announcement. Gross proceeds are not the proceeds. For any cash-to-BTC reconciliation, use gross × settlement %, and even that is before other expenses.

Why you cannot compute dilution from a tranche announcement

Look at the table again. Shares placed: yes. Price: yes. Proceeds: yes. Balance remaining under the framework: yes.

Shares now in issue: no.

The tranche RNS gives you a numerator and withholds the denominator. This is not evasion, the denominator has its own announcement, but it means that anyone who reads "703,160 shares placed" and reports a dilution percentage has invented the denominator. The correct move is to go get it (§6), or to state the numerator and say the denominator is as at the last Total Voting Rights announcement, with the date.

A worked example where the announcement closes itself

Occasionally an announcement carries both sides. The warrants announcement is the clean case:

[LOC: "Warrants, TVR & Admission of Further Securities," Investegate mirror, dated on or about 1 June 2026. Mirror-flagged. PENDING: exact release date and RNS number; close against company PDF.]

Check the internal arithmetic first, always:

18,762,603 × £0.025 = £469,065.08   against stated £469,065.  Closes.  [DERIVED]

Now the dilution. The announcement discloses the post-event count, so compute against it and stop there:

18,762,603 / 371,965,705 = 5.04%   [DERIVED]

That is the fraction of the post-event company held by the new shares, which is the fraction that matters to an existing holder. State the convention alongside the number.

What not to do, and this is the trap this section exists to teach. The obvious next move is to back out a prior count by subtraction (371,965,705 − 18,762,603) and quote dilution against that. Don't. The prior count is not in the announcement, and reconstructing it by subtraction silently assumes the warrant exercise was the only thing that moved the register that day. The announcement does not say so. In a company running a rolling subscription agreement that places tranches continuously, that is precisely the assumption you cannot make for free.

A denominator you built by subtracting one disclosed event from another disclosed total is not a disclosed denominator. It is an assumption wearing a number's clothing, and quoting a dilution percentage against it is the same error as computing dilution off a tranche RNS that carries no count at all. Same sin, better disguise. If you want the prior count, go get the Total Voting Rights announcement that precedes the event and use the stated figure with its stated date.

[ASSUMED DILUTED; standing warning for this series] Any denominator not printed on the face of a primary source, or read from a dated TVR, is assumed. Label it, or drop it.

Note what the exercise price tells you. £0.025 against subscription tranches placing at £0.28 to £0.51 in the same period means these warrants were struck deep in the money and the exercise was value transfer, not a financing at market. Warrants outstanding after this exercise: 35,303,732. That is a live overhang and it belongs in the fully diluted count until exercised or lapsed.

[PENDING: warrant strike ladder and expiry schedule for the remaining 35,303,732. Sources to pull: the 16 January 2026 prospectus and the "Existing Warrants — Voluntary Purchase Offer Results" RNS, 16 March 2026 07:00.]

Section 4The capacity regime: one paragraph, and a pointer

US readers look for authorized share capital and cannot find it, because it does not exist. The Companies Act 2006 abolished the authorized share capital concept for UK companies; there is no ceiling number sitting in the constitution against which you can measure issuance headroom. Capacity instead lives in shareholder-granted allotment authorities: a resolution under s.551 of the Act authorizing directors to allot shares up to an aggregate nominal amount, and a separate special resolution under s.570/s.571 disapplying statutory pre-emption rights so those shares can be placed to new investors rather than offered pro rata to existing holders. Both are time-limited, typically expiring at the next AGM, and both are renewed annually. At SWC's AGM the resolutions passed included a general authority to allot and a corresponding pre-emption disapplication, alongside the ordinary AGM business.

[LOC: "Result of AGM," Investegate mirror, dated on or about 19 March 2026; accounts for the year ended 31 October 2025 received; auditor PKF Littlejohn LLP re-appointed; general allotment authority, LTIP approval, pre-emption disapplication, market purchase authority, new articles, and off-market purchase of Deferred Shares all passed. Mirror-flagged.]

The disapplication is the story here, and it runs the other way from the UK norm. In a conventional UK listed company the two resolutions are deliberately mismatched: directors take a broad s.551 authority to allot, then a much narrower special resolution disapplying pre-emption over a small slice of it. Institutional guidance has long anchored routine annual disapplications to a modest percentage of issued capital, with anything beyond that expected to be justified specifically. The general authority is the outer boundary; the disapplication is the part that can actually be placed to new money without offering it to existing holders first, and it is normally a fraction.

At SWC the disapplication is co-extensive with the full allotment authority. There is no narrower inner ring. Every share the directors are authorized to allot, they are authorized to allot non-pre-emptively.

That is not a technicality and it should not be written up as one. It means the entire capacity headroom is placeable to new investors at the board's discretion, which is precisely the mechanism that makes the rolling subscription-agreement structure in §3 possible at the scale it has been run. The company flags the same thing in its own risk factors: the directors hold a large authority to issue ordinary shares non-pre-emptively and have issued substantial numbers on that basis since admission.

The magnitude, now closed, and it is the number that makes the structure matter. The s.551 authority is £2,000,000 nominal. At £0.001 per ordinary share that is 2,000,000,000 shares, all of it non-pre-emptive per the finding above. The anchor puts that at approximately 571% of issued capital.

[LOC: Result of AGM; Investegate 9483135 (mirror database ID, not an RNS number); together with the Notice of AGM released with the FY25 results RNS, 20 February 2026. Anchor-verified against the Notice, not a mirror paraphrase.]

Sit with that for a second. This is not a 10% or 20% routine disapplication. The board holds standing authority to issue, without offering a single share to existing holders first, roughly five and a half times the entire company: 2,000,000,000 shares against the 351,919,126 in issue as at the Total Voting Rights announcement of 2 March 2026, approximately 568% [DERIVED]. That is the capacity fact sitting underneath every subscription tranche in §3, and it is why the tranches can keep coming without a further shareholder vote.

The as-at date is not decoration. The ratio moves as the count moves, and the count moved materially across this window:

A 30-point spread in three months, from the same numerator. Quote the ratio only with the count and date it was struck against. The flat 2,000,000,000 travels safely on its own and is the more durable figure.

[OPEN ITEM] The anchor pass reported this ratio at approximately 571%, which implies a denominator near 350.3m, a count that would sit just below the 2 March TVR and is consistent with the register on or about the 20 February 2026 Notice of AGM date, but is not itself a figure this draft has closed. The 568% above is used in body text because its denominator is a dated, disclosed TVR. Confirm which count the anchor struck 571% against, and the authority's expiry date.

The 16 January 2026 prospectus flags the same issue from the company's side, listing as a risk factor that the directors hold a large authority to issue shares non-pre-emptively and have issued substantial numbers of shares on that basis since admission to the AQSE Growth Market.

[LOC: SWC Prospectus, 16 January 2026, risk factors; company-hosted PDF.]

Pointer: capacity headroom, its consumption rate, and its relationship to Senior Claims % is a layer of its own and does not belong in this guide. Treat this section as a stub and cross-link forward when the capacity layer is built.

(Adjacent and worth one line, not more: SWC ran a court-approved capital reduction in 2026, per a circular dated 1 June 2026 and a subsequent confirmation RNS. A capital reduction is about creating distributable reserves, not about issuance capacity, different mechanism, commonly confused. [LOC: "Replacement RNS: Capital Reduction Confirmed," Investegate mirror. Mirror-flagged. PENDING: date and RNS number. Note also that the headline begins "Replacement RNS," which is itself instructive; see §9 note on replacements.])

Section 5Convertibles by RNS: the Smarter Convert repayment as a worked event

Convertible instruments at a UK-listed company appear on the RNS twice: once when struck, once when they end. Between those two announcements they are largely invisible except as a fully-diluted share count you have to maintain yourself.

Struck: "Smarter Convert – $21 Million Subscription," 6 August 2025. Subscribed in cash by entities related to the TOBAM Group. The agreement required at least 98% of subscription proceeds to be deployed into bitcoin.

[LOC: 6 August 2025 announcement, referenced by date in the repayment RNS; announcement itself via Investegate mirror. Mirror-flagged.]

The "$21 Million" headline against $11,698,540 repaid, resolved, and not by tranching. Smarter Convert was a bitcoin-denominated obligation. What SWC owed was a quantity of bitcoin, not a quantity of dollars: 100% of the bitcoin acquired with the subscription proceeds. The repayment RNS states the mechanism on its own face. The company deployed 100% rather than the required 98% minimum and was accordingly obliged to repay 100% of the acquired Bitcoin. The dollar figure is not principal. It is simply what 177.8909127 BTC fetched on the day it was sold.

So the two numbers were never supposed to match, and no tranching, partial subscription, or facility-versus-drawn distinction is needed to explain the gap. $21,000,000 subscribed in August 2025 bought 177.8909127 BTC at an implied ~$118,050/BTC [DERIVED]. The obligation then travelled in bitcoin for eleven months. Discharging it in July 2026 at $65,762 took $11,698,540. The ~$9.3m difference [DERIVED] is the bitcoin drawdown over the life of the instrument, a 44% decline in the unit the debt was denominated in [DERIVED].

Which means TOBAM bore that drawdown, not SWC's shareholders. Trace the full life: SWC received $21m, converted all of it to bitcoin, later sold that same bitcoin for $11.7m and paid the $11.7m away. Cash in equals cash out; bitcoin in equals bitcoin out. Across the whole instrument SWC's position is a wash, before coupon and fees. The counterparty paid $21m and received $11.7m. The convertible upside, 7,718,551 potential shares, was what TOBAM was paid for taking that risk, and it expired unexercised.

(Coupon and fee terms sit in the 6 August 2025 announcement and are excluded from the wash above. Worth pulling for completeness; not blocking, and not capable of moving the denomination finding.)

Ended: "Repayment of Smarter Convert Instrument," 23 July 2026, RNS Number 4849N [EST; see §1]. Read in full for this draft from a hosted copy of the company PDF. The announcement states:

• The instrument, held by TOBAM-related entities and detailed in the 6 August 2025 announcement, has been repaid approximately two weeks ahead of maturity, at the Company's request and with TOBAM's full support.
• $11,698,540 repaid.
• Funded by disposal of 177.8909127 BTC at an average price of $65,762, being the total number of bitcoin acquired from the subscription proceeds.
• The company elected to deploy 100% of the funds into bitcoin rather than the required minimum, and was accordingly obliged to repay 100% of the acquired bitcoin.
• The potential issue of 7,718,551 ordinary shares associated with Smarter Convert has been eliminated; those potential shares and the disposed bitcoin have been removed from the company's fully diluted treasury analytics.
• Following the disposal, the company holds 2,700 bitcoin.
• CEO commentary characterizes the structure as having strengthened the balance sheet during an early stage of the treasury strategy, and states the company does not currently regard fiat- or bitcoin-denominated convertibles as the right capital solution.

[LOC: all of the above from the 23 July 2026 announcement text, read in full from a hosted copy of the company PDF. RNS number 4849N is EST, not yet closed primary; the text is verified, only the RNS identifier is not. Secondary coverage of the same event is abundant and consistent; none of it was used for a figure here.]

What moved, and what did not

This is the part the headline coverage got wrong, or at least got shallow. "Bitcoin treasury company sells bitcoin" reads as capitulation. Disassemble it instead.

Moved:

• Total BTC: down 177.89, to 2,700.
• Cash: $11,698,540 out.
• Senior claims: the Smarter Convert obligation extinguished entirely.
• Fully diluted share count: down 7,718,551 potential shares.

Did not move:

• Basic shares outstanding. No shares were issued and none were cancelled. This is the pivot.
• The Coinbase facility. A separate instrument, unaffected, and still drawn.
• Cumulative amount invested in bitcoin. That is a historical-cost total; a disposal does not unwind it.

The CEBE arithmetic

CEBE = (Total BTC − Net Senior Claims in BTC) / Basic Shares Outstanding.

The denominator did not change. So the entire effect runs through the numerator, and the numerator lost two things at once: 177.89 BTC of holdings, and the claim those holdings were standing behind.

Now the sharp bit, and it is sharper than a price-dependent approximation. Because the claim was denominated in bitcoin, Net Senior Claims in BTC carried Smarter Convert at exactly 177.8909127 BTC, not at a dollar balance converted into BTC at the prevailing price, but at a fixed bitcoin quantity that did not move when bitcoin moved. Total BTC carried those same 177.8909127 coins.

Repayment removed both. Not approximately the same amount, the identical quantity, by construction.

Numerator   = Total BTC − Net Senior Claims in BTC
Δ Numerator = (−177.8909127) − (−177.8909127) = 0

The repayment is exactly CEBE-neutral on a basic-share basis, at any bitcoin price. There is no spot-price condition, no residual, and nothing to round. The denominator did not move either, no shares issued, none cancelled, so common-equity bitcoin exposure per share came through the event unchanged to the last satoshi. An event the headlines framed as a treasury company capitulating did not touch the holder's bitcoin-per-share at all.

This is a general property, not an SWC quirk, and it is the retirement-side counterpart of the beta correction. A fiat-fixed senior claim expressed in BTC swells as bitcoin falls and shrinks as it rises. That variability is exactly what produces the 1/(1−Claims%) amplification. A BTC-denominated claim has no such variability: it is a fixed number of coins sitting in front of the common. Retire it by handing over those coins and the numerator is untouched by definition. Retiring a BTC-denominated claim can never be CEBE-accretive or CEBE-dilutive. The only thing that can move is the denominator.

Which is what moved here. 7,718,551 potential shares eliminated, numerator unchanged: basic CEBE flat, fully diluted CEBE up. The entire economic content of this event for the common holder is the removal of a dilution overhang, obtained at zero cost in per-share exposure.

The three-way result, headline reads bearish, basic CEBE reads flat, fully diluted CEBE reads positive, and the counterparty absorbed a 44% drawdown, is the cleanest single-announcement demonstration of the framework in the SWC record, and all of it closes from the face of one announcement. It stays here, in the guide, as the worked convert event; it is not being spun out.

Section 6Where the state lives between events

The RNS stream gives you deltas. Three announcement types give you levels.

Total Voting Rights (TVR). Issued under the FCA's Disclosure and Transparency Rules, this announcement exists so shareholders know the denominator against which their own notification thresholds are measured, and it is therefore the single most useful routine announcement in the stream. SWC's 2 March 2026 TVR states 351,919,126 ordinary shares of £0.001 each in issue, each carrying one vote, with no shares held in treasury.

[LOC: "Total Voting Rights," 2 March 2026 17:30; Investegate mirror; timestamp from the HL announcement list. Mirror-flagged.]

The "no shares held in treasury" clause matters and is easy to skim past: shares in issue and shares outstanding coincide only when treasury holdings are nil. Where a company does hold treasury shares, the TVR figure and the CEBE denominator diverge and you must subtract.

TVR is conventionally published monthly where capital has changed, and additionally on the back of significant issuance. SWC also folds TVR into other announcements, the warrants exercise carried its own TVR (§3), and there is a combined "Head Of Capital Markets Appointment & TVR Update" on 23 March 2026.

[LOC: HL announcement list, 23 March 2026 07:00.]

Annual report. SWC's financial year ends 31 October. FY25 results were announced by RNS on 20 February 2026, in a combined release with the AGM notice and an investor presentation. The audited share count, the audited bitcoin carrying value and accounting policy, the instrument terms in the notes, and the going-concern and post-balance-sheet-event disclosures all live here, and nowhere else in the stream.

[LOC: "FY25 Results, AGM Notice & Investor Presentation," 20 February 2026 07:00; HL announcement list. Fiscal year end confirmed at 31 October via financial data provider profile and by the AGM resolution receiving accounts for the year ended 31 October 2025.]

Half-year report. With an October year-end the interim period ends 30 April. The H1 FY26 interim results, for the period to 30 April 2026, were announced on 30 June 2026.

[LOC: Interim results RNS, 30 June 2026; Investegate 9642997. Anchor-verified.]

The next statutory anchor is a long way out. With the interim landed on 30 June 2026, the next audited figures are the FY26 annual report, expected around February 2027. Everything between now and then arrives as events. For a US-trained reader the instinct is to wait for the next quarterly. There isn't one. SWC files no 10-Q and no equivalent; the voluntary quarterly decks below are not statutory and are not a substitute. Six-plus months of capital structure will exist only as RNS deltas and TVR levels. That is the whole argument for tracking the stream rather than the filings.

A live trap: the fiscal calendar has moved. The prospectus presents historical financial information for the years ended 31 October 2023 and 31 October 2024 and for the nine-month period ended 31 July 2025. A nine-month stub period means a year-end change, which means period-over-period comparisons across that boundary are not like-for-like, and any per-period rate you compute across it is wrong unless annualized deliberately.

[LOC: SWC Prospectus, 16 January 2026; historical financial information summary, company-hosted PDF.]

[PENDING: reconstruct the full fiscal-period history; what the year-end was, when it changed, what it changed to, and whether it has since changed back to 31 October. The AGM received accounts to 31 October 2025, and a nine-month stub to 31 July 2025 also exists; these need to be laid out as a clean timeline before any multi-year growth figure is published.]

Voluntary disclosure is not statutory disclosure. SWC has also released investor presentations and quarterly slide decks. These are useful and often contain the clearest management framing available, but they are not audited, not statutory, and their metric definitions are the company's own. Cite them as presentations, never as accounts.

[LOC: quarterly slide releases referenced in financial data provider coverage, including decks published on or about 2 December 2025 and 9 March 2026. Secondary source; PENDING: confirm against the RNS record.]

Section 7The OTC ticker trap

SWC's announcements carry three tickers: LSE: SWC | OTCQB: TSWCF | FRA: 3M8. Only one of them is the primary listing, and the tracker prices from it.

The primary listing itself has moved, and the route matters. SWC's earlier announcements carry an AQUIS: SWC venue line; the later ones carry LSE: SWC. The company uplifted from the AQSE Growth Market Access Segment to the London Stock Exchange Main Market, admitted to the Equity Shares (Commercial Companies) category on 3 February 2026, effected via the prospectus dated 16 January 2026. FTSE UK Index Series inclusion followed on 4 March 2026, index eligibility being a consequence of the ESCC category, not a separate event.

[LOC: admission route, category and effective date; anchor-verified against the 16 January 2026 prospectus (company-hosted PDF) and the admission RNS. AQUIS: SWC venue line; Subscription Agreement Update — £2.6m and — £1.7m Proceeds, Investegate mirrors, and the Aquis announcement archive. LSE: SWC venue line; Bitcoin Purchase, 15 May 2026, company PDF. "First Day of Dealings," 3 February 2026 07:00 and "FTSE UK Index Series Inclusion," 4 March 2026 18:10; HL announcement list.]

This is a live hazard for any historical series. A price or volume history assembled without regard to the venue change will splice two different order books together. So will any dataset keyed to the Aquis symbol for the early period.

Why not TSWCF. TSWCF is the OTCQB line in New York, quoted in USD. Three problems, in order of severity:

1. It is not where price is discovered. OTCQB volumes on TSWCF run in the tens to low hundreds of thousands of shares per day, against the primary book in London. A quote from a venue that is not setting the price is a derived quote wearing a price's clothing.
2. A currency layer sits between it and every figure in the RNS. Every price in an SWC announcement, subscription tranches at £0.28 to £0.51, warrants at £0.025, purchases at £58,891/BTC, is in sterling. Pricing the equity in USD while the disclosed raise prices are in GBP inserts an FX term into every accretion comparison. The comparison you actually want is raise price against market price in the same currency, which means GBp.
3. Third-party OTC data is visibly unreliable for this name. One major provider currently shows a 52-week range for TSWCF spanning $0.19 to $9.00 and a market capitalization that disagrees with other providers on the same day. A range spanning nearly two orders of magnitude across a period that includes a venue migration is a data-integrity signal, not a price history.

[LOC: TSWCF quote pages, Yahoo Finance; OTCQB, USD, delayed; observed 52-week range $0.19 to $9.00 and provider market-cap figures that do not reconcile across sources. Secondary/vendor data, cited as an illustration of vendor variance, not as a figure.]

Rule for the tracker: price SWC from the LSE primary listing in GBp, and convert to USD only at the point of a stated, dated FX rate. TSWCF is an access route for US brokerage accounts, not a price source. FRA: 3M8 is the same argument again in EUR.

[PENDING: confirm the basis on which the OTCQB line exists; specifically whether SWC relies on the Rule 12g3-2(b) exemption from SEC registration on the strength of its home-country disclosure. If so, state plainly that there is no EDGAR record for SWC and that the RNS stream is the whole of the primary disclosure. This is worth saying explicitly for a US-trained audience and should not be asserted until confirmed.]

Section 8A reader's checklist

For any SWC announcement:

1. Timestamp. 07:00 London is the price-forming slot. Off-slot releases are usually administrative.
2. Venue line. Tells you which era of the listing you are in.
3. Does it carry a denominator? If not, it is a delta. Go get the TVR.
4. Check the internal arithmetic. Shares × price against stated proceeds. It should close to rounding. When it does not, you have found something.
5. Read the claims paragraph. Facility drawings, instrument status, security. This is Senior Claims % moving.
6. Separate company-defined metrics from computed ones. Anything the announcement defines in its own notes is the company's measurement, on the company's denominator.
7. Note whether the headline begins "Replacement RNS." A replacement supersedes an earlier announcement, which means the earlier one is in circulation and wrong. If your figure came from a superseded announcement, it is wrong too. SWC has issued at least one.
8. Check for a mirror's AI summary block before taking any figure.

Section 9Open items

Published as flagged open items per house style. None of these blocks the piece; each is a disclosed gap, and disclosing them is the point.

Closed this cycle

Revision candidates: not v1

Same-date announcement pair, 23 February 2026. "Acquisition: Web Design & Digital Marketing Agency" and "Subscription Agreement Update — £26,745 Proceeds," both released 07:00 [LOC: HL announcement list]. Declined for v1. Check required before it is built: establish whether the acquisition was cash-funded or share-funded. If share-funded, the pair is not a clean count-moves-vs-count-holds contrast. Both announcements move the register and the intended lesson collapses. Confirm the funding source from the acquisition RNS first, then decide whether the pair earns a section closer.