REG - Big Technologies PLC - Litigation Update

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RNS Number : 0481Z  Big Technologies PLC  12 September 2025

12 September 2025

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR

 

Big Technologies plc

("Big Technologies" or "the Company", together with its subsidiaries the
"Group")

Litigation Update

RICKMANSWORTH, UK

 

·      Company is seeking to expand its claim against Sara Murray and
others as part of a strengthened case

·      Forgery and deliberate falsification of documents by Sara Murray

·      Company remains resolved to recover from Sara Murray and others
any liabilities of the Company or any member of its Group in relation to the
litigation against it and Buddi Limited described in previous disclosures (the
"Buddi Litigation")

·      Offer of mediation, with a view to settlement, to Sara Murray and
associated parties as an alternative route to what will otherwise be
protracted litigation

·      Material adverse implications for the Company's position in the
Buddi Litigation

 

Executive Summary

Big Technologies plc (AIM: BIG), a leading provider of electronic monitoring
solutions, today provides an update on further very serious matters that have
come to light regarding the conduct of Sara Murray and persons associated with
her (the "New Developments").

The Company has provided draft re-amended particulars of claim (the "Revised
Particulars") to the defendants in the ongoing proceedings against Sara Murray
and others in the High Court (the "SM Proceedings"), which include new claims
and further particulars of wrongdoing against Sara Murray and others arising
partly out of the New Developments. These strengthen the Company's case
against the defendants.

These New Developments follow the Company's announcements on 18, 21 and 31
March, 3 April and 5 and 13 June 2025 in which the Company disclosed, inter
alia, that Sara Murray had:

-     failed to disclose her interests in, and relationship with, Zinc
Limited, Monitoring Partners Limited, RCP Limited and Romelle Limited (the
"Disputed Companies") and therefore failed to disclose properly the extent of
her interest in the Company at the time of its IPO;

-     provided untrue information to the Company and its lawyers as well
as to the Court in providing statements of truth in filed documents;

-     improperly diverted or extracted significant sums of money
(currently thought to be in excess of £19 million) from the Company and/or
members of its Group to herself or persons connected with her, including the
Disputed Companies (the "Diversion and Extraction Transactions"); and

-     together with other defendants in the SM Proceedings, provided
undertakings to trial in the nature of freezing injunctions.

The New Developments have material adverse implications for the Company's (and
Buddi's) position in the Buddi Litigation.

Given the nature and seriousness of these New Developments, which centre on
forgery or deliberate falsification of significant documents by Sara Murray,
the Company has concluded that it is appropriate to provide specific details
of some of the principal forgeries and falsifications. The Company is taking
this step so that there is no room for doubt about the severity of, and
responsibility for the implications of, these matters, and also so that any
statements that Sara Murray may make on the subject or other matters relating
to the Company, whether privately to shareholders or publicly, can be
understood and assessed against the background of the clear, specific and
detailed facts that the Company is disclosing today.

Certain of these New Developments:

-     have played a significant part in the Company seeking to expand its
claims in its ongoing proceedings against Sara Murray and others, including
the trustee of the Murray Trust, in which, inter alia, the Company is seeking
to recover from Sara Murray any liabilities of the Company or any member of
its Group in relation to the Buddi Litigation; and

-     will have a material adverse impact on the Company's (and Buddi's)
position in relation to the Buddi Litigation, as described further below, and
may give rise to other potential claims against the Company.

Whilst the matters announced by the Company today and previously are clearly
of a very serious nature, the Company has nonetheless offered that the claims
it has commenced against Sara Murray and others be addressed through
negotiation (whether via mediation or otherwise) as an alternative route to
what will otherwise be protracted litigation. The Company expects the parties'
advisers to discuss this further in the coming days. The Company would also
like to achieve a consensual outcome to the Buddi Litigation, if possible on
acceptable terms.

Alexander Brennan, Chairman, said: "The new developments announced today are
of a very serious nature and have important implications for the Company's
proceedings against Sara Murray, as well as its position in the Buddi
litigation. Whilst the Board has been successful in enabling the executive
team to focus on the Group's strategy and delivering for shareholders without
the distraction of litigation, we very much hope mediation can be achieved so
that all parties can move forward efficiently."

Background to the Buddi Litigation

In the Buddi Litigation it is alleged that, at the time of the acquisition of
Buddi by the Company in 2018, certain shareholders in Buddi representing
aggregate interests of approximately 7.9% (the "Claimants") were wrongly
forced (or induced by misrepresentation) to sell their shares in Buddi and
were not given the opportunity to reinvest into Big Technologies.

On 31 March 2025 the Company announced that, in the context of the Buddi
Litigation, Sara Murray, while CEO of the Company, had provided untrue
information to the Company and its lawyers as well as to the Court when
providing statements of truth in filed documents.  As a result of this, the
Company and Buddi were required to update their position in the Buddi
Litigation and materially amend their defence.

Forgery or deliberate falsification of documents by Sara Murray

Additional matters have now come to light which further materially adversely
impact the position of the Company and Buddi in the Buddi Litigation.

These matters centre on the forgery or deliberate falsification by Sara Murray
of various documents, including board minutes of Buddi and emails which, on
their face, purported to: (i) be sent by certain shareholders in Buddi; and
(ii) show their agreement to sell their shares in Buddi to the Company for
cash (the "Relevant Shareholders").

These board minutes and emails (the "Affected Documents") and the transactions
they purported to implement are relevant to the validity of the exercise of
the drag mechanism contained in the articles of association of Buddi (the
"Drag Right") which was purportedly exercised to require the Claimants to sell
their shares in Buddi to the Company in 2018.

Sara Murray created or otherwise forged or deliberately falsified the Affected
Documents more than three years after the dates on their face and,
specifically, in the days immediately after the Claimants first notified the
Company and Buddi on 20 July 2021 that they were challenging the exercise of
the Drag Right and claiming that they were wrongly forced or induced to sell
their shares in Buddi. It appears that Sara Murray then sent the Affected
Documents to the Company's solicitors for them to be sent to Queen's Counsel
(on 24 July 2021) in order to give or support the false impression to the
Company's solicitors, Queen's Counsel and others that the Drag Right had been
complied with in 2018 and to cover up her wrongdoing at that time, including
so that the Company's IPO could proceed with publication of the related AIM
admission document on 26 July 2021. The IPO delivered significant financial
benefits to Sara Murray and her family (via the Murray Trust).

In light of the Affected Documents being forgeries or having been deliberately
falsified by Sara Murray, and having also assessed other available evidence,
the Company's current view is that (contrary to the relevant statements in the
AIM admission document) the exercise of the Drag Right in 2018 was invalid
and/or wrongfully carried out and, in particular: there were not acceptances
in writing from holders representing 75% of Buddi's issued share capital;
insofar as acceptances were received, they were in respect of a composite
transaction and not in respect of a sale in cash; and included within the
purported 75% majority shareholdings required for the operation of the Drag
Right were shares owned by Sara Murray which should not have been taken into
account.

The Company has put the issue of the Affected Documents and falsified evidence
to Sara Murray and her legal advisers on more than one occasion and, although
Sara Murray has denied the allegations, no substantive explanation has been
provided to date.

Further details of principal forgeries and falsifications

Specific details relating to the forgeries and falsifications are set out
below:

-     In the case of the board minutes referred to above, the metadata
shows that the earliest versions of the relevant documents that the Company
has been able to locate were created: (i) four days after the Claimants first
notified the Company and Buddi on 20 July 2021 that they were challenging the
exercise of the Drag Right; and (ii) more than three years after the Drag
Right was exercised and the relevant board meetings were supposed to have
taken place, in 2018.

-     There were no such board meetings at the purported times and places
in 2018 and the Company believes no such meetings occurred. In particular, the
Company has checked all  mailboxes of the directors of Buddi at that time to
which it has access and there are no calendar invites and no emails indicating
that the meetings were going to, or did, happen. In fact, at the time of one
purported meeting, one director was in Scotland and at the time of the other
purported meeting, another director was in Australia.

-     The notice Sara Murray sent to Buddi shareholders informing them
that the Drag Right was being exercised (and in which it was stated that the
board of Buddi had unanimously resolved to accept the offer underpinning the
Drag Right) was in fact sent before the time recorded in the supposed board
minute as to when the relevant board meeting purportedly took place.

-     In the case of the forged or falsified emails referred to above, on
24 July 2021 Sara Murray sent a number of documents to the lawyers acting on
the IPO in anticipation of them being sent to Queen's Counsel. These documents
included emails purportedly from shareholders in Buddi and seemingly evidenced
that aspects of the Drag Right had been validly complied with. In fact, the
emails had been forwarded as part of a purported chain (allowing in-line
editing, addition and/or removal of text) and appear to include altered
versions of other authentic emails previously sent by the shareholders in
question.  In particular, the emails had been, amongst other things,
deliberately falsified to include language suggesting the shareholders had
accepted a cash offer for their shares, which is relevant to whether there was
in fact a valid exercise of the Drag Right pursuant to the articles of
association of Buddi.

-     The Company has also engaged with some of the Relevant Shareholders
in relation to the forged or deliberately falsified emails which, on their
face, purported to be sent by them.  Each of those Relevant Shareholders has
confirmed that they have no record of any such email.

Implications for the Buddi Litigation

As stated above, the Company's current view is that the exercise of the Drag
Right in 2018 was invalid and/or wrongfully carried out, and that this will
have a further material adverse impact on the position of the Company (and
Buddi) in the Buddi Litigation.

As a result of this, the Company has also concluded that it and Buddi are
unlikely to be able to successfully defend material elements of the claim in
the Buddi Litigation.

However, the Claimants' case is still, in the Company's view, flawed and is
therefore denied on a number of other bases, including in relation to the
extent of the loss (if any) of the Claimants and the remedy (if any) that may
be available to them.

There can be no certainty at this stage as to the precise outcome of the Buddi
Litigation but the Company would like to achieve a consensual outcome, if
possible on acceptable terms.

Claims against Sara Murray and others

The Company has provided Revised Particulars in the SM Proceedings to Sara
Murray and the other current defendants. Those Revised Particulars present a
strengthened case, containing an expanded set of claims against a broader
range of proposed defendants based on further understanding of the relevant
facts, including in relation to the matters detailed above and other
developments. Proposed defendants to the claims set out in the Revised
Particulars include FNB International Trustees Limited ("FNB"), the trustee of
the Murray Trust, and associated others.

A redacted summary of the Company's Revised Particulars will shortly be
available on the Company's website here:
https://www.buddi.com/investors/documents-reports-presentations/
(https://www.buddi.com/investors/documents-reports-presentations/)

The Revised Particulars include claims (inter alia) against:

-     Sara Murray for breaches of duty to Buddi and the Company and breach
of contract;

-     the Disputed Companies, FNB and associated others, for dishonest
assistance and knowing receipt, in respect of various actions taken by Sara
Murray, including the Diversion and Extraction Transactions;

-     Sara Murray, the Disputed Companies, FNB and associated others, for
unlawful means conspiracy and fraudulent misrepresentation; and

-     Sara Murray, the Disputed Companies and others, for equitable
receipt in relation to shares in Buddi and the Company, and proceeds of the
sale of those shares.

The Company remains resolved to recover from Sara Murray any liabilities of
the Company or any member of its Group in relation to the Buddi Litigation.

Whilst the matters announced by the Company today and previously are clearly
of a very serious nature, the Company has nonetheless offered to Sara Murray
and others that the claims against them be addressed through alternative
dispute resolution, whether mediation or otherwise, as an alternative route to
what will otherwise be protracted litigation. The Company expects the parties'
advisers to discuss this further in the coming days.

Although it is too early to quantify the precise amount of the claims in the
SM Proceedings, the Company has obtained undertakings to trial in the nature
of freezing injunctions from Sara Murray and other defendants in the SM
Proceedings.

Other

Mindful of its regulatory obligations, the Company will be providing further
details of the matters outlined in this announcement to relevant authorities
and, as part of the Company's conduct of the Buddi Litigation, a copy of the
Revised Particulars is also being provided to the claimants in that
litigation.

The Company is in the process of assessing the financial impact (if any) of
the developments announced today and intends to provide an update with its
interim results for the six months ended 30 June 2025, which are expected to
be published on or by 30 September 2025.

The Company will provide further updates as appropriate.

 

 

For further information please contact:

 Big Technologies plc                                +44 (0) 19 2360 1910
 Alexander Brennan (Chairman)
 Ian Johnson (Chief Executive Officer)

 Zeus (Nominated Adviser and Joint Broker)            +44 (0) 203 829 5000
 Dan Bate / Kieran Russell (Investment Banking)
 Benjamin Robertson (Equity Capital Markets)

 Singer Capital Markets (Joint Broker)               +44 (0) 207 496 3000
 James Moat / James Todd (Investment Banking)

 

About Big Technologies

Our mission is to deliver innovative, high-quality electronic monitoring
solutions that combine advanced hardware and software to support monitoring of
individuals in our core criminal justice business. Big Technologies is a
market leader in the electronic monitoring industry, operating under the
trusted 'Buddi' brand. Through its integrated technology platform, Buddi
offers state-of-the-art Electronic Monitoring solutions on a
subscription-based, SaaS-like model. This platform is highly flexible and
scalable, enabling tailored deployments across diverse use cases and
geographies.

For more information, please visit www.buddi.com (http://www.buddi.com)

Forward-looking statements

This announcement contains certain projections and other forward-looking
statements with respect to the financial condition, results of operations,
businesses and prospects of Big Technologies PLC. The use of terms such as
"may", "will", "should", "expect", "anticipate", "project", "estimate",
"intend", "continue", "target" or "believe" and similar expressions (or the
negatives thereof) are generally intended to identify forward-looking
statements. These statements are based on current expectations and involve
risk and uncertainty because they relate to events and depend upon
circumstances that may or may not occur in the future. There are a number of
factors that could cause actual results or developments to differ materially
from those expressed or implied by these forward-looking statements. Any of
the assumptions underlying these forward-looking statements could prove
inaccurate or incorrect and therefore any results contemplated in the
forward-looking statements may not actually be achieved. Nothing contained in
this announcement should be construed as a profit forecast or profit estimate.
Investors or other recipients are cautioned not to place undue reliance on any
forward-looking statements contained herein. Big Technologies PLC undertakes
no obligation to update or revise (publicly or otherwise) any forward-looking
statement, whether as a result of new information, future events or other
circumstances.

 

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