REG - Big Technologies PLC - Result of AGM and Litigation Update

Big TechnologiesAnnouncement

18/06/2025 15:00

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RNS Number : 4413N  Big Technologies PLC  18 June 2025

18 June 2025

 

Big Technologies plc

 

("Big Technologies" or "the Company")

 

 

Result of AGM and Litigation Update

 

Big Technologies plc, a leading specialist in electronic monitoring for the
criminal justice and remote care sectors, today announces the results of its
Annual General Meeting held on 18 June 2025 ("the AGM").

A poll was held on each of the resolutions and resolutions 1, 3, 4, 5 and 6,
all of which were proposed as ordinary resolutions, were passed by the
requisite majority of shareholders. Resolutions 2 and 7 which were proposed as
ordinary resolutions, and resolutions 8, 9, 10 and 11 which were proposed as
special resolutions were not passed.

The board of Directors of the Company (the "Board") takes shareholder votes
very seriously and will engage with shareholders and shareholder advisory
bodies as appropriate on the outcome of the resolutions above to ensure that
their feedback informs the Company's future approach to these matters.
However, the Board would also like to draw shareholders' attention to the poll
results below which show, in a standalone column, the percentage of votes cast
for each resolution when excluding any votes cast by Sara Murray.  The Board
is of the view that these percentage figures (the "Adjusted Figures") are more
representative of general shareholder sentiment towards the proposed
resolutions and, in particular demonstrate that, were it not for the votes
cast against each of the following resolutions by Sara Murray:

·      Resolution 2 (to approve the Directors' Remuneration Report)
would have passed and received the support of over 87% of shareholders who
voted;

 

·      Resolution 3 (to elect Ian Johnson, CEO, as a Director) which was
passed in any event, would have received the support of over 93% of
shareholders who voted;

 

·      Resolution 4 (to elect Mike Johns, CFO, as a Director) which was
passed in any event, would have received the support of over 93% of
shareholders who voted; and

 

·      Resolution 7 (relating to the authority to allotment of ordinary
shares in the Company) would have passed and received the support of over 64%
of shareholders who voted.

The overwhelming support of shareholders (other than that of Sara Murray) for
the election of Ian Johnson and Mike Johns as Directors provides the current
board with a clear mandate.

The Company reported in its announcement of 5 June 2025 that Sara Murray is
due to provide her defence on 25 June 2025. The Company now understands that
she is seeking to further delay that deadline until 31 July 2025.

 

 

 

 

 

 

 

 

The results of the poll were as follows:

                                                                                                                          Votes For*                                                                                            Votes Against                           Total Votes                                            Votes Withheld
                                                                                Number of votes                                                                     % of votes  % of votes excluding votes cast by Sara Murray  Number of votes             % of votes  Number of votes       % of issued share capital voted  Number of votes
 1.    To receive the 2024 Annual Report and Accounts                                                             218,604,558                                       97.99%      96.88%                                                   4,491,279          2.01%            223,095,837      74.72%                                             4,008
 2.    To Approve the Directors' Remuneration Report                                                                                                                49.80%      87.08%                                                 92,675,901           50.20%           184,599,858      61.83%                                    38,499,987
                                                                                91,923,957
 3.    To elect Ian Johnson as a Director                                                                         134,112,095                                       60.13%      93.14%                                                 88,918,712           39.87%           223,030,807      74.70%                                           69,038
 4.    To elect Mike Johns as a Director                                                                          134,112,095                                       60.13%      93.14%                                                 88,918,712           39.87%           223,030,807      74.70%                                           69,038
 5.    To appoint Crowe U.K. LLP as auditor                                                                       218,603,791                                       97.99%      96.88%                                                   4,492,046          2.01%            223,095,837      74.72%                                             4,008
 6.    To authorise the Audit Committee to determine auditor's remuneration                                       218,603,791                                       97.99%      96.88%                                                   4,492,046          2.01%            223,095,837      74.72%                                             4,008
 7.    To authorise the Directors to allot relevant securities                                                                                                      41.33%      64.01%                                               130,887,841            58.67%           223,095,837      74.72%                                             4,008
                                                                                92,207,996
 8.    To authorise the Directors to disapply statutory pre-emption rights*                                                                                         41.34%      64.02%                                               130,878,430            58.66%           223,095,837      74.72%                                             4,008
                                                                                92,217,407
 9.    To authorise the Company to make market purchases of its ordinary                                                                                            40.95%      63.42%                                               131,730,676            59.05%           223,095,837      74.72%                                             4,008
 shares*                                                                        91,365,161
 10.  To adopt new Articles of Association*                                                                       103,110,225                                       46.22%      71.58%                                               119,985,612            53.78%           223,095,837      74.72%                                             4,008
 11.  To allow general meetings (other than AGMs) to be called on not less                                        103,044,136                                       46.19%      71.53%                                               120,051,701            53.81%           223,095,837      74.72%                                             4,008
 than 14 clear days' notice*

*Special Resolutions

Note 1: Any proxy appointments which gave discretion to the Chairman have been
included in the "Votes For" total.

Note 2: The total number of ordinary shares in issue at the voting date is
298,568,721.  A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of votes for and against the resolution.

Note 3: The full text of all of the resolutions can be found in the Notice of
Annual General Meeting which is available on the Company's website at
www.bigtechnologies.co.uk (http://www.bigtechnologies.co.uk) .

Note 4: As announced by the Company on 10 June 2025, the Company has suspended
the voting rights attached to certain shares in the Company (the "Affected
Shares").  The poll results above therefore reflect these actions.  Such
Affected Shares continue to count in the calculation of the total issued share
capital of the Company as set out in Note 2 above.

Ordinary course resolutions

The Board notes that resolutions 7, 8, 9 and 11 were not approved by the
Company's shareholders, in each case going against the Board's recommendation
to shareholders.  The Company refers shareholders to the Adjusted Figures
above.

The Board does not expect that the voting outcome in respect of such
resolutions will have any effect on the operation of the Company's business
over the course of the coming year.

Amendments to the Company's articles of association

The Company refers shareholders to the Adjusted Figures above.

Resolution 10 proposed certain amendments to the Company's articles of
association which are often found in the articles of association of other
listed companies.  The amendments would have introduced a new article dealing
with the consequences of non-compliance with a notice served by the Company
under section 793 of the Companies Act 2006 (the "Act"), which requires a
person to respond to enquiries as to any interests they hold in shares in the
Company.

The Board is unsurprised that Sara Murray has voted against this resolution.
The Company notes that it can, in any event, rely on the statutory procedure
set out in section 794 of the Act to deal with any relevant non-compliance in
respect of a section 793 notice.

Directors' Remuneration Report

The Company refers shareholders to the Adjusted Figures above.

The Board will ensure that it consults with those who voted against the
Directors' Remuneration Report so that the Board and shareholders can be in
alignment as to the best path forwards. That exercise has already begun.

 

The Board stands united in its commitment to acting in shareholders' best
interests and 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)
                                                      +44 (0) 203 829 5000

 Zeus (Nominated Adviser and Joint Broker)
 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)

 

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