REG - Big Technologies PLC - Suspension of Voting Rights and Letter Response

Big TechnologiesAnnouncement

10/06/2025 13:30

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RNS Number : 2418M  Big Technologies PLC  10 June 2025

10 June 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")

 

Suspension of Voting Rights and Response to Shareholder Letter

 

Suspension of Voting Rights

 

The Company today announces that it has served notices (the "Notices") under
article 48.9 of its articles of association (the "Articles") on certain
persons, including Sara Murray, in respect of the following registered
shareholdings in the Company:

-     Romelle Limited - 27,389,500 shares, representing approximately
9.17% of the Company's issued share capital;

 

-     RCP Limited - 8,625,000 shares, representing approximately 2.89% of
the Company's issued share capital;

 

-     Zinc Limited - 8,601,000 shares, representing approximately 2.88% of
the Company's issued share capital; and

 

-     Monitoring Partners Limited - 6,697,500 shares, representing
approximately 2.24% of the Company's issued share capital,

such entities together being the "Disputed Companies" and such shareholdings
together being the "Relevant Shares".

In addition to imposing certain other restrictions, the Notices have the
effect of suspending the right of the Disputed Companies to vote any of the
Relevant Shares in person or by proxy at any meeting of the Company.

The Company's decision to serve the Notices follows enquiries made by the
Company pursuant to section 793 of the Companies Act 2006 in relation to the
Relevant Shares and interests held in them.  The responses received to such
enquiries (or lack thereof), together with other information which has come to
light as part of the Company's ongoing legal proceedings against Sara Murray
and others in the High Court (the "Proceedings"), have led the Company to
determine that there have been failures to comply with the relevant disclosure
obligations set out in Rule 5 of the Disclosure Guidance and Transparency
Rules (the "DTRs") and article 48 of the Articles in respect of the Relevant
Shares.

The restrictions placed on the Relevant Shares will remain in effect until:
(i) the Company has determined, in its sole discretion, that the relevant
non-compliance with DTR 5 and/or article 48 of the Articles has been remedied;
or (ii) the Company has otherwise provided the Disputed Companies with written
notice that the operation of the Notices has been cancelled.

Shareholder Letter

The board of directors of the Company (the "Board") is aware of a letter that
was sent by Sara Murray to certain of the Company's shareholders ("Sara
Murray's Letter"), much of which relates to matters which are the subject of
the ongoing Proceedings.  The Company has seen a copy of Sara Murray's Letter
and notes that it contains a significant number of material inaccuracies, as
well as unsubstantiated allegations against both the Company and members of
the Board.  The Company will be writing to shareholders about Sara Murray's
Letter in more detail (the "Full Response") but, in the meantime, would like
to state for the public record that both the Company and the Board reject Sara
Murray's allegations in the strongest terms and therefore consider it
necessary to communicate the following points today:

·      Suspension and dismissal - the Board's unanimous decision to
suspend and subsequently dismiss Sara Murray was not taken lightly.  It
followed a lengthy and thorough investigation which identified deeply
concerning evidence regarding Sara Murray's conduct which is now the subject
of the Proceedings.

 

·      Ongoing litigation and indemnity - the Company is currently
seeking to recover directly from Sara Murray any liabilities that the Company
or any member of its Group is held to have in relation to the ongoing
litigation involving Buddi Limited (as described in the Company's previous
regulatory disclosures).  It is open to Sara Murray to shortcut that process
and enable corresponding cost savings for the Company (and therefore
shareholders) by providing an indemnity to the Company and Buddi Limited.

 

·      Board compensation - Sara Murray's Letter makes misleading and
selectively presented comparisons regarding the compensation of members of the
Board.  The Company has rigorous and detailed processes for setting director
remuneration, which have been followed at all times, to ensure that all
members of the Board are remunerated appropriately, fairly and in a manner
commensurate with their level of responsibility.  Details of the directors'
compensation are set out in the Company's 2024 Annual Report and Accounts, and
shareholders who are in receipt of Sara Murray's Letter are invited to
disregard her highly inaccurate account.

 

·      Acquisition - Sara Murray's reference to a proposed acquisition
is also misleading.  Contrary to Sara Murray's assertions, no binding
commitments were made in respect of the transaction nor final Board approval
given, and the Board acted responsibly by withholding approval pending further
review, not least in light of the developing situation in relation to Sara
Murray at that time and its impact on the ongoing litigation involving Buddi
Limited.

The Board has at all times acted, and will continue to act, in the best
interests of the Company and its shareholders, including in continuing to
pursue vigorously its claims against Sara Murray.  The Company's position
remains as previously stated, and the Board therefore encourages shareholders
to read the Company's prior regulatory disclosures and 2024 Annual Report and
Accounts, all of which can be found on the Company's website here:
https://www.bigtechnologies.co.uk/ (https://www.bigtechnologies.co.uk/) .
 The Company will also be uploading the Full Response, together with a
partially redacted copy of the evidence filed in the Proceedings against Sara
Murray and others by the Company and Buddi Limited, on its website in due
course.

The Board stands united in its commitment to acting in shareholders' best
interests and remains available in advance of the Company's 2025 Annual
General Meeting to shareholders who are seeking further discussion on the
proposed resolutions. The Board believes that each of the proposed resolutions
is in the best interests of the Company and its shareholders as a whole and
recommends that shareholders vote in favour of all resolutions, as each
director intends to do in respect of their own shareholdings.  Shareholders
are urged to critically assess the allegations made by Sara Murray.

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)

 

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